0001140361-21-038979.txt : 20211122 0001140361-21-038979.hdr.sgml : 20211122 20211122174202 ACCESSION NUMBER: 0001140361-21-038979 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: HALLAHAN DANIEL JAMES CENTRAL INDEX KEY: 0001485232 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33388 FILM NUMBER: 211433852 MAIL ADDRESS: STREET 1: GREYS FARM STANFORD RIVERS ROAD STREET 2: MARDEN ASH ONGAR CITY: ESSEX STATE: X0 ZIP: CM5 9BT 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 0001485232 HALLAHAN DANIEL JAMES STEUART TOWER 1 MARKET PLAZA, SUITE 2400 SAN FRANCISCO CA 94105 true Senior VP, Global Marketing Common Stock 2021-11-22 4 A 0 11622 0 A 55742 D Common Stock 2021-11-22 4 D 0 55742 56 D 0 D Stock Option (right to buy) 15.89 2021-11-22 4 D 0 1917 40.11 D 2027-02-15 Common Stock 1917 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)). 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. At the Effective Time, each stock option held by the reporting person that remained outstanding immediately prior to the Effective Time (each, an "Option") that had a per share exercise price that was less than $56.00, was cancelled in exchange for an amount in cash, without interest, equal to the product of (x) the aggregate number of shares of Common Stock subject to such Option multiplied by (y) the excess of $56.00 over the applicable per share exercise price of the Option, subject to any applicable withholding taxes. Each Option that had a per share exercise price that was equal to or greater than $56.00 was, to the extent not exercised as of immediately prior to the Effective Time, automatically cancelled at the Effective Time with no payment made therefor and ceased to represent a right to purchase shares of Common Stock. /s/ David Morris, as Attorney-in-Fact 2021-11-22