0001140361-15-007362.txt : 20150218 0001140361-15-007362.hdr.sgml : 20150216 20150217161428 ACCESSION NUMBER: 0001140361-15-007362 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAI International, Inc. CENTRAL INDEX KEY: 0001388430 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 943109229 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83513 FILM NUMBER: 15622573 BUSINESS ADDRESS: BUSINESS PHONE: 415-788-0100 MAIL ADDRESS: STREET 1: STEUART TOWER, 1 MARKET PLAZA, SUITE 900 CITY: SAN FRANCISCO, STATE: CA ZIP: 94105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ogawa Hiromitsu CENTRAL INDEX KEY: 0001386678 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 415-788-0100 MAIL ADDRESS: STREET 1: ONE EMBARCADERO CENTER, SUITE 2101 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G/A 1 formsc13ga.htm HIROMITSU OGAWA SC 13G A 12-31-2014 (CAI INTERNATIONAL, INC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
Under the Securities Exchange Act of 1934

(Amendment No. 1)*

CAI INTERNATIONAL, INC.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

12477X106
(CUSIP Number)

December 31, 2014
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
☐ Rule 13d-1(b)
 
☐ Rule 13d-1(c)
 
☒ Rule 13d-1(d)

*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
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 (“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.    12477X106

1
NAMES OF REPORTING PERSONS
 
 
Hiromitsu Ogawa
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
4,381,574
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
4,381,574
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
4,381,574
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
21.1%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
IN
 
 
 
 
 
Item 1(a). Name of Issuer:

CAI International, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

Steuart Tower
1 Market Plaza, Suite 900
San Francisco, California 94105

Item 2(a). Name of Persons Filing:

Hiromitsu Ogawa

Item 2(b). Address of Principal Business Office, or if None, Residence:

c/o CAI International, Inc.
Steuart Tower
1 Market Plaza, Suite 900
San Francisco, California 94105

Item 2(c). Citizenship:

Mr. Ogawa is a citizen of the United States of America.

Item 2(d). Title of Class of Securities:
 
Common Stock, $0.0001 par value

Item 2(e). CUSIP Number:
 
12477X106

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:
 
Not Applicable.

Item 4. Ownership.

As of the date of this filing, Hiromitsu Ogawa beneficially owns the aggregate number and percentage of common stock of CAI International, Inc. as set forth below:

(a)
Amount beneficially owned:
4,381,574 shares (1)
(b)
Percent of class:
21.1% (2)
(c)
Number of shares as to which the person has:
  
 
(i)   Sole power to vote or to direct the vote:
4,381,574 shares (1)
 
(ii) Shared power to vote or to direct the vote:
-0-
 
(iii) Sole power to dispose or to direct the disposition of:
4,381,574 shares (1)
 
(iv) Shared power to dispose or to direct the disposition of:
-0-

 
(1)    Consists of (i) 1,212,433 shares held directly by Mr. Ogawa, (ii) 2,675,214  shares held by the Ogawa Family Trust dtd 7/6/98 and (iii) 493,927 shares held by the Ogawa Limited Partnership.  Mr. Ogawa is the trustee of the Ogawa Family Trust dtd 7/6/98, which is the general partner of the Ogawa Limited Partnership.

(2)    Percentage calculated based on 20,788,277 shares of common stock outstanding as of December 31, 2014.
 
 
Item 5. Ownership of Five Percent or Less of a Class.

Not Applicable.

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 or Control Person.

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. Certifications.

Not Applicable.
 

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

 
February 17, 2015
 
(Date)
   
 
/s/ Hiromitsu Ogawa
 
Hiromitsu Ogawa