4//SEC Filing
REMINGTON DAVID G 4
Accession 0001140361-21-038981
CIK 0001388430other
Filed
Nov 21, 7:00 PM ET
Accepted
Nov 22, 5:42 PM ET
Size
16.9 KB
Accession
0001140361-21-038981
Insider Transaction Report
Form 4
REMINGTON DAVID G
Director
Transactions
- Disposition to Issuer
Common Stock
2021-11-22$56.00/sh−31,006$1,736,336→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2021-11-22$33.91/sh−10,000$339,100→ 0 totalExercise: $22.09Exp: 2024-06-11→ Common Stock (10,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2021-11-22$48.13/sh−10,000$481,300→ 0 totalExercise: $7.87Exp: 2026-06-02→ Common Stock (10,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2021-11-22$34.86/sh−10,000$348,600→ 0 totalExercise: $21.14Exp: 2027-06-01→ Common Stock (10,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2021-11-22$29.59/sh−8,400$248,556→ 0 totalExercise: $26.41Exp: 2023-06-13→ Common Stock (8,400 underlying) - Disposition to Issuer
Stock Option (right to buy)
2021-11-22$34.11/sh−10,000$341,100→ 0 totalExercise: $21.89Exp: 2025-06-04→ Common Stock (10,000 underlying)
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]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 0001192325
Filing Metadata
- Form type
- 4
- Filed
- Nov 21, 7:00 PM ET
- Accepted
- Nov 22, 5:42 PM ET
- Size
- 16.9 KB