4//SEC Filing
Morris David B 4
Accession 0001140361-21-038976
CIK 0001388430other
Filed
Nov 21, 7:00 PM ET
Accepted
Nov 22, 5:41 PM ET
Size
8.1 KB
Accession
0001140361-21-038976
Insider Transaction Report
Form 4
Morris David B
Chief Accounting Officer
Transactions
- Award
Common Stock
2021-11-22+5,973→ 16,815 total - Disposition to Issuer
Common Stock
2021-11-22$56.00/sh−16,815$941,640→ 0 total
Footnotes (5)
- [F1]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)).
- [F2]Includes 261 shares for Common Stock acquired under issuer's employee stock purchase plan in June 2021.
- [F3]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.
- [F4]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.
- [F5]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.
Documents
Issuer
CAI International, Inc.
CIK 0001388430
Entity typeother
Related Parties
1- filerCIK 0001847311
Filing Metadata
- Form type
- 4
- Filed
- Nov 21, 7:00 PM ET
- Accepted
- Nov 22, 5:41 PM ET
- Size
- 8.1 KB