0001140361-21-038977.txt : 20211122 0001140361-21-038977.hdr.sgml : 20211122 20211122174142 ACCESSION NUMBER: 0001140361-21-038977 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: Ogawa Andrew CENTRAL INDEX KEY: 0001732507 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33388 FILM NUMBER: 211433847 MAIL ADDRESS: STREET 1: 49 FAIRVIEW AVE CITY: ATHERTON STATE: CA ZIP: 94027 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 0001732507 Ogawa Andrew STEUART TOWER 1 MARKET PLAZA, SUITE 2400 SAN FRANCISCO CA 94105 true true Common Stock 2021-11-22 4 D 0 473075 56 D 0 D Common Stock 2021-11-22 4 W 0 712433 0 D 0 I By Andrew Ogawa, as executor for the estate of Hiromitsu Ogawa Common Stock 2021-11-22 4 D 0 258300 56 D 0 I By Andrew S Ogawa GST Trust 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. At the Effective Time, each restricted share of Common Stock held by the reporting person that remained outstanding and unvested immediately prior to the Effective Time became fully vested and free of any applicable forfeiture restrictions, effective as of immediately prior to the Effective Time and each such share of Common Stock ceased to be outstanding and was converted into the right to receive $56.00, in cash, without interest, subject to any applicable withholding taxes. Reflects the distribution of the shares in the estate as follow: (i) 356,216 shares to the reporting person, and (ii) 356,217 shares to Marcus Ogawa. /s/ David Morris, as Attorney-in-Fact 2021-11-22