4//SEC Filing
HALLAHAN DANIEL JAMES 4
Accession 0001140361-21-038979
CIK 0001388430other
Filed
Nov 21, 7:00 PM ET
Accepted
Nov 22, 5:42 PM ET
Size
10.9 KB
Accession
0001140361-21-038979
Insider Transaction Report
Form 4
HALLAHAN DANIEL JAMES
Senior VP, Global Marketing
Transactions
- Award
Common Stock
2021-11-22+11,622→ 55,742 total - Disposition to Issuer
Stock Option (right to buy)
2021-11-22$40.11/sh−1,917$76,891→ 0 totalExercise: $15.89Exp: 2027-02-15→ Common Stock (1,917 underlying) - Disposition to Issuer
Common Stock
2021-11-22$56.00/sh−55,742$3,121,552→ 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]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.
- [F3]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.
- [F4]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.
- [F5]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.
Documents
Issuer
CAI International, Inc.
CIK 0001388430
Entity typeother
Related Parties
1- filerCIK 0001485232
Filing Metadata
- Form type
- 4
- Filed
- Nov 21, 7:00 PM ET
- Accepted
- Nov 22, 5:42 PM ET
- Size
- 10.9 KB