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