0001140361-21-038976.txt : 20211122 0001140361-21-038976.hdr.sgml : 20211122 20211122174123 ACCESSION NUMBER: 0001140361-21-038976 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211122 FILED AS OF DATE: 20211122 DATE AS OF CHANGE: 20211122 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Morris David B CENTRAL INDEX KEY: 0001847311 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33388 FILM NUMBER: 211433843 MAIL ADDRESS: STREET 1: STEUART TOWER STREET 2: 1 MARKET PLAZA, SUITE 2400 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 ISSUER: 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 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 4 1 form4.xml FORM 4 X0306 4 2021-11-22 true 0001388430 CAI International, Inc. CAI 0001847311 Morris David B STEUART TOWER 1 MARKET PLAZA, SUITE 2400 SAN FRANCISCO CA 94105 true Chief Accounting Officer Common Stock 2021-11-22 4 A 0 5973 0 A 16815 D Common Stock 2021-11-22 4 D 0 16815 56 D 0 D At the Effective Time (as defined below), each RSU (as defined below) held by the reporting person that was subject to vesting, in part or in whole, based on the achievement of corporate performance goals that had not been satisfied as of immediately prior to the Effective Time and that remained outstanding immediately prior to the Effective Time was converted into the right to receive $56.00, in cash, without interest, for each share of Common Stock (as defined below) subject to the PRSU, subject to any applicable withholding taxes (the performance conditions of each PRSU (determined by deeming the performance conditions related to such PRSU to be satisfied at 100% of the relevant target level of achievement (notwithstanding any contrary provision in any agreement or document governing or evidencing the relevant PRSU)). Includes 261 shares for Common Stock acquired under issuer's employee stock purchase plan in June 2021. At the Effective Time, each restricted stock unit held by the reporting person that remained outstanding immediately prior to the Effective Time (each, an "RSU") was converted into the right to receive $56.00, in cash, without interest, for each share of Common Stock subject to the RSU, subject to any applicable withholding taxes. Shares of common stock, par value $0.0001 per share (the "Common Stock"), of CAI International, Inc. (the "Company") disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 17, 2021, by and among Mitsubishi HC Capital Inc., a Japanese corporation ("Parent"), Cattleya Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), and the Company pursuant to which Merger Sub merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation in the Merger as a wholly-owned subsidiary of Parent. On November 22, 2021, at the effective time of the Merger (the "Effective Time"), each share of Common Stock was converted into the right to receive $56.00, in cash, without interest, subject to deductions of any applicable withholding taxes. /s/ David Morris 2021-11-22