FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

WILLIAMS KELLY M
2. Issuer Name and Ticker or Trading Symbol

MOBILE MINI INC [ MINI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President & C.E.O.
(Last)          (First)          (Middle)

4646 E VAN BUREN STREET, SUITE 400
3. Date of Earliest Transaction (MM/DD/YYYY)

7/1/2020
(Street)

PHOENIX, AZ 85008
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock $0.01 Par Value 7/1/2020  D(1)  95741 (2)D (3)0 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (right to buy) $34.90 7/1/2020  D     1126   (4)7/24/2023 Common Stock 1126  (4)(5)0 D  
Employee Stock Option (right to buy) $41.52 7/1/2020  D     4935   (6)2/18/2024 Common Stock 4935  (5)(6)0 D  
Employee Stock Option (right to buy) $51.74 7/1/2020  D     10133   (7)5/2/2024 Common Stock 10133  (5)(7)0 D  
Employee Stock Option (right to buy) $42.95 7/1/2020  D     9391   (8)8/1/2024 Common Stock 9391  (5)(8)0 D  
Employee Stock Option (right to buy) $42.78 7/1/2020  D     30596   (9)1/22/2025 Common Stock 30596  (5)(9)0 D  
Employee Stock Option (right to buy) $26.23 7/1/2020  D     1271   (10)1/20/2026 Common Stock 1271  (5)(10)0 D  
Employee Stock Option (right to buy) $26.23 7/1/2020  D     19004   (11)1/20/2026 Common Stock 19004  (5)(11)0 D  
Employee Stock Option (right to buy) $26.23 7/1/2020  D     20275   (12)1/20/2026 Common Stock 20275  (5)(12)0 D  
Employee Stock Option (right to buy) $32.55 7/1/2020  D     11014   (13)2/1/2027 Common Stock 11014  (5)(13)0 D  
Employee Stock Option (right to buy) $32.55 7/1/2020  D     22026   (14)2/1/2027 Common Stock 22026  (5)(14)0 D  
Employee Stock Option (right to buy) $32.55 7/1/2020  D     6916   (15)2/1/2027 Common Stock 6916  (5)(15)0 D  
Employee Stock Option (right to buy) $32.55 7/1/2020  D     11013   (16)2/1/2027 Common Stock 11013  (5)(16)0 D  
Employee Stock Option (right to buy) $32.55 7/1/2020  D     11013   (16)1/28/2030 Common Stock 11013  (5)(16)0 D  

Explanation of Responses:
(1) Disposed of as a result of merger pursuant to the previously announced Agreement and Plan of Merger, dated as of March 1, 2020 which, as it may be amended from time to time, we refer to as the Merger Agreement, by and among Willscot Corporation, Picasso Merger Sub, Inc. and Mobile Mini, Inc.
(2) The amount of shares being disposed of takes into account the accelerated awards pursuant to the Merger Agreement and the related shares traded for tax purposes, which have not been reported on a previous filing.
(3) Each share of common stock was cancelled pursuant to the Merger Agreement in exchange for the right to receive the consideration provided in the Merger Agreement (i.e., 2.4050 fully paid and nonassessable shares of WillScot Corporation Class A Common Stock for each such share, subject to applicable tax withholding and with cash payable in lieu of any fractional shares).
(4) The stock option is fully vested, of which 1,126 shares remained unexercised.
(5) Pursuant to the Merger Agreement, each unexercised stock option was disposed of in exchange for stock options to acquire a number of shares of WillScot Class A Common Stock equal to the product of the number of shares subject to such stock option immediately prior to the effective time of the merger multiplied by 2.4050, rounded down to the nearest whole share, and the exercise price will equal the quotient of the exercise price per share of Mobile Mini Common Stock at which such stock option was exercisable immediately prior to the effective time of the merger, divided by 2.4050, rounded up to the nearest whole cent. No additional consideration was received in connection with the disposition of the securities.
(6) The stock option is fully vested, of which 4,935 shares remained unexercised.
(7) The stock option is fully vested, of which 10,133 shares remained unexercised.
(8) The stock option is fully vested, of which 9,391 shares remained unexercised.
(9) The stock option is fully vested, of which 30,596 shares remained unexercised.
(10) The stock option provided for vesting in three equal installments beginning January 20, 2017, of which 1,271 shares remained unexercised.
(11) The stock option provided for vesting in three equal installments beginning January 20, 2017, of which 19,004 shares remained unexercised.
(12) The stock option provided for vesting in three equal installments beginning January 20, 2017, of which 20,275 shares remained unexercised.
(13) The stock option provided for vesting in three equal installments beginning February 28, 2018, of which 11,014 shares remained unexercised.
(14) The stock option provided for vesting in three equal installments beginning February 28, 2018, of which 22,026 shares remained unexercised.
(15) The stock option provided for vesting in three equal installments beginning February 28, 2018, of which 6,916 shares remained unexercised.
(16) The stock option provided for vesting in three equal installments beginning February 28, 2018, of which 11,013 shares remained unexercised.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
WILLIAMS KELLY M
4646 E VAN BUREN STREET
SUITE 400
PHOENIX, AZ 85008


President & C.E.O.

Signatures
/s/ Christopher J. Miner, attorney-in-fact7/2/2020
**Signature of Reporting PersonDate

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