SEC Filing | Investor Relations | WillScot

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 2)
 

WillScot Corporation

(formerly known as Double Eagle Acquisition Corp.)

(Name of Issuer)
 

Class A Ordinary Shares, $0.0001 par value per share

(Title of Class of Securities)
 

971375126

(CUSIP Number)
 

December 31, 2017

(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 7 Pages)

 

______________________________

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 97137512613G/APage 2 of 7 Pages

 

1

NAMES OF REPORTING PERSONS

Arrowgrass Capital Partners (US) LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

- 0 -

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

- 0 -

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

- 0 -

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

IA, PN

         

 

 

 

CUSIP No. 97137512613G/APage 3 of 7 Pages

 

1

NAMES OF REPORTING PERSONS

Arrowgrass Capital Services (US) Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

- 0 -

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

- 0 -

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

- 0 -

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

CO

         

 

 

 

CUSIP No. 97137512613G/APage 4 of 7 Pages

 

Item 1(a). NAME OF ISSUER.
   
  The name of the issuer is WillScot Corporation (formerly known as Double Eagle Acquisition Corp.) (the "Company").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
  The Company's principal executive offices are located at 901 S. Bond Street, Suite 600, Baltimore, Maryland 21213.

 

Item 2(a). NAME OF PERSON FILING:

 

  This statement is filed by:
   
  (i) Arrowgrass Capital Partners (US) LP ("ACP"), a Delaware limited partnership, which serves as the investment manager to certain funds and/or accounts (the "Arrowgrass Funds"), with respect to the Class A Ordinary Shares (as defined below) directly held by the Arrowgrass Funds; and
   
  (ii) Arrowgrass Capital Services (US) Inc. ("ACS"), a Delaware corporation, which serves as the general partner of ACP, with respect to the Class A Ordinary Shares directly held by the Arrowgrass Funds.
     
  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
   
  The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Class A Ordinary Shares reported herein.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

  The address of the business office of each of the Reporting Persons is 1330 Avenue of the Americas, 32nd Floor, New York, New York 10019.

 

Item 2(c). CITIZENSHIP:

 

  ACP is a limited partnership organized under the laws of the State of Delaware. ACS is a corporation organized under the laws of the State of Delaware.

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Class A Ordinary Shares, $0.0001 par value per share (the "Class A Ordinary Shares").

 

Item 2(e). CUSIP NUMBER:
   
  971375126.

 

 

CUSIP No. 97137512613G/APage 5 of 7 Pages

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
  (e) x Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

Employee benefit plan or endowment fund in accordance with

Rule 13d-1(b)(1)(ii)(F);

 

  (g) x

Parent holding company or control person in accordance with

Rule 13d-1(b)(1)(ii)(G);

  (h) ¨

Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

  (i) ¨

Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

 

  (j) ¨ Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: __________________________________________

   

 

Item 4. OWNERSHIP.
   
  The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
  If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: ý

 

 

 

CUSIP No. 97137512613G/APage 6 of 7 Pages

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
  Not applicable.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP.
   
  Not applicable.

 

Item 10. CERTIFICATION.

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

CUSIP No. 97137512613G/APage 7 of 7 Pages

 

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: February 14, 2018

 

  ARROWGRASS CAPITAL PARTNERS (US) LP
 

By: Arrowgrass Capital Services (US) Inc.,

Its General Partner

   
  /s/ Michael Edwards  
  Name: Michael Edwards
  Title: Director
   
   
  ARROWGRASS CAPITAL SERVICES (US) INC.
   
  /s/ Michael Edwards  
  Name: Michael Edwards
  Title: Director