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