0001140361-21-038982.txt : 20211122 0001140361-21-038982.hdr.sgml : 20211122 20211122174156 ACCESSION NUMBER: 0001140361-21-038982 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: Sawka Gary CENTRAL INDEX KEY: 0001399132 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33388 FILM NUMBER: 211433850 BUSINESS ADDRESS: BUSINESS PHONE: (415) 788-0100 MAIL ADDRESS: STREET 1: ONE EMBARCADERO CENTER, SUITE 2101 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 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 0001399132 Sawka Gary STEUART TOWER 1 MARKET PLAZA, SUITE 2400 SAN FRANCISCO CA 94105 true Common Stock 2021-11-22 4 D 0 32679 56 D 0 D Stock Option (right to buy) 21.14 2021-11-22 4 D 0 10000 34.86 D 2027-06-01 Common Stock 10000 0 D Stock Option (right to buy) 7.87 2021-11-22 4 D 0 10000 48.13 D 2026-06-02 Common Stock 10000 0 D Stock Option (right to buy) 21.89 2021-11-22 4 D 0 10000 34.11 D 2025-06-04 Common Stock 10000 0 D Stock Option (right to buy) 22.09 2021-11-22 4 D 0 10000 33.91 D 2024-06-11 Common Stock 10000 0 D Stock Option (right to buy) 26.41 2021-11-22 4 D 0 10000 29.59 D 2023-06-13 Common Stock 10000 0 D Stock Option (right to buy) 17.77 2021-11-22 4 D 0 10000 38.23 D 2022-06-11 Common Stock 10000 0 D 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, 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. 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