4//SEC Filing
Ogawa Andrew 4
Accession 0001140361-21-038977
CIK 0001388430other
Filed
Nov 21, 7:00 PM ET
Accepted
Nov 22, 5:41 PM ET
Size
9.1 KB
Accession
0001140361-21-038977
Insider Transaction Report
Form 4
Ogawa Andrew
Director10% Owner
Transactions
- Will/Inheritance
Common Stock
2021-11-22−712,433→ 0 total(indirect: By Andrew Ogawa, as executor for the estate of Hiromitsu Ogawa) - Disposition to Issuer
Common Stock
2021-11-22$56.00/sh−473,075$26,492,200→ 0 total - Disposition to Issuer
Common Stock
2021-11-22$56.00/sh−258,300$14,464,800→ 0 total(indirect: By Trust)
Footnotes (4)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
Documents
Issuer
CAI International, Inc.
CIK 0001388430
Entity typeother
Related Parties
1- filerCIK 0001732507
Filing Metadata
- Form type
- 4
- Filed
- Nov 21, 7:00 PM ET
- Accepted
- Nov 22, 5:41 PM ET
- Size
- 9.1 KB