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CAI
International, Inc.
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(Name
of Issuer)
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Common
Stock, par value $.0001 per
share
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(Title
of Class of Securities)
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12477X106
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(CUSIP
Number)
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|
December
31, 2009
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(Date
of Event Which Requires Filing of this
Statement)
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o
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Rule
13d-1(b)
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x
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Rule
13d-1(c)
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o
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Rule
13d-1(d)
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CUSIP
No. 12477X106
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13G/A
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Page
2 of 8 Pages
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Park
West Asset Management LLC
|
||||
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
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(a)
o
(b) o |
|||
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3
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SEC
USE ONLY
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||||
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE |
||||
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NUMBER
OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
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SOLE
VOTING POWER
1,340,766
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|||
|
6
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SHARED
VOTING POWER
None
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||||
|
7
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SOLE
DISPOSITIVE POWER
1,340,766
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||||
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8
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SHARED
DISPOSITIVE POWER
None
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||||
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,340,766
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||||
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10
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
Not applicable |
||||
|
11
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Percent
of Class Represented by Amount in Row (9): - 7.5% (based on 17,917,176
shares of Common Stock, par value $.0001 per share, of CAI International,
Inc. (“Issuer Common Stock” or “Shares”) outstanding as of October 31,
2009, as disclosed by CAI International, Inc. (“Company”) in its Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission
(“SEC”) on November 6, 2009)
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||||
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12
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TYPE
OF REPORTING PERSON
IA |
||||
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CUSIP No. 12477X106
|
13G/A
|
Page
3 of 8 Pages
|
|||
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peter
S. Park
|
||||
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
o
(b) o |
|||
|
3
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SEC
USE ONLY
|
||||
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
||||
|
NUMBER
OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
|
SOLE
VOTING POWER
1,340,766
|
|||
|
6
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SHARED
VOTING POWER
None
|
||||
|
7
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SOLE
DISPOSITIVE POWER
1,340,766
|
||||
|
8
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SHARED
DISPOSITIVE POWER
None
|
||||
|
9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,340,766
|
||||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
Not
applicable
|
||||
|
11
|
Percent
of Class Represented by Amount in Row (9): - 7.5% (based on 17,917,176
shares of Issuer Common Stock outstanding as of October 31, 2009, as
disclosed by the Company in its Quarterly Report on Form 10-Q filed with
the SEC on November 6, 2009)
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12
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TYPE
OF REPORTING PERSON
IN |
||||
|
CUSIP No. 12477X106
|
13G/A
|
Page
3 of 8 Pages
|
|||
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Park
West Investors Masters Fund, Limited
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
o
(b) o |
|||
|
3
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SEC
USE ONLY
|
||||
|
4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
||||
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NUMBER
OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
|
SOLE
VOTING POWER
1,124,495
|
|||
|
6
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SHARED
VOTING POWER
None
|
||||
|
7
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SOLE
DISPOSITIVE POWER
1,124,495
|
||||
|
8
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SHARED
DISPOSITIVE POWER
None
|
||||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,124,495
|
||||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
Not
applicable
|
||||
|
11
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Percent
of Class Represented by Amount in Row (9): - 6.3% (based on 17,917,176
shares of Common Stock, par value $.0001 per share, of Issuer Common Stock
outstanding as of October 31, 2009, as disclosed by the Company in
its Quarterly Report on Form 10-Q filed with the SEC on November 6,
2009)
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12
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TYPE
OF REPORTING PERSON
CO |
||||
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Item
1.
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(a)
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Name
of Issuer – CAI International, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices-
One Embarcadero Center, Suite 2101, San Francisco, California
94111
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Item
2.
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(a)
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Name
of Persons Filing – (1) Park West Asset Management LLC, a Delaware limited
liability company (“PWAM”), (2) Peter S. Park; and (3) Park West Investors
Masters Fund, Limited, a Cayman Islands exempted company (“PWIMF”)
(collectively, the “Reporting Persons”)
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(b)
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Address
of Principal Business Office or, if none, Residence — 900 Larkspur Landing
Circle, Suite 165, Larkspur, California 94939
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(c)
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Citizenship
– (1) Delaware; (2) United States of America; (3) Cayman
Islands
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(d)
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Title
of Class of Securities- Common Stock, par value $0.0001 per
share
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(e)
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CUSIP
Number- 12477X106
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Item
3.
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||||
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If
this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c),
check whether the person filing is a:
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(a)
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o
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Broker
or dealer registered under section 15 of the Act.
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(b)
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o
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Bank
as defined in section 3(a)(6) of the Act.
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(c)
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o
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Insurance
company as defined in section 3(a)(19) of the Act.
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(d)
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o
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Investment
company registered under section 8 of the Investment Company Act of
1940.
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(e)
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o
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An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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(f)
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o
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An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
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(g)
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o
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A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
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(h)
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o
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A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act;
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(i)
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o
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A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of
1940;
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(j)
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o
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Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
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Item
4.
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Ownership
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(a)
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Amount beneficially owned — PWAM is the
investment manager of PWIMF and Park
West Partners International, Limited, a Cayman Islands exempted company
(“PWPI”). Peter S. Park is the sole member and manager of
PWAM.
As of December 31, 2009, the Reporting
Persons’ beneficial ownership were as follows: PWAM beneficially owned 1,340,766 Shares,
consisting of 1,124,495 Shares held by PWIMF and 216,271 Shares held by
PWPI; (ii) Peter S. Park, as sole member and manager of PWAM, beneficially
owned the 1,340,766 Shares beneficially owned by PWAM; and
(iii) PWIMF owned 1,124,495 Shares.
The
Reporting Persons have, within the ordinary course of business, purchased
securities of the Company. The Reporting Persons have not
acquired securities in the Company with the purpose, nor with the effect
of changing or influencing the control of the issuer, nor in connection
with or as a participant in any transaction having such purpose or
effect. The Reporting Persons have purchased, and may in the
future purchase, shares on the open market at prevailing
prices.
|
||
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(b)
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Percent
of class —As of December 31, 2009, the Reporting Persons’ beneficial
ownership, based on 17,917,176 shares of Issuer Common Stock outstanding
on October 31, 2009, as disclosed by the Company in its Quarterly Report
on Form 10-Q filed with the SEC on November 6, 2009, were as
follows: (i) PWAM beneficially owned 7.5% of the
outstanding Issuer Common Stock; (ii) Peter S. Park beneficially
owned 7.5% of the outstanding Issuer Common Stock; and (iii) PWIMF
beneficially owned 6.3% of the outstanding Issuer Common
Stock.
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||
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(c)
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Number
of shares as to which the person has:
|
||
|
(i)
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Sole
power to vote or to direct voting —PWAM and Peter S. Park, as its sole
member and manager, each have the sole power to vote or to direct the vote
of 1,340,766 Shares; PWIMF has the sole power to vote or to direct the
vote of 1,124,495 Shares.
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||
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(ii)
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Shared
power to vote or to direct voting — Neither PWAM, Peter S. Park, as its
sole member and manager, nor PWIMF have shared power with respect to the
voting or direction of voting with respect to the Shares they beneficially
own.
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(iii)
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Sole
power to dispose or to direct disposition — PWAM and Peter S. Park, as its
sole member and manager, each have the sole power to dispose or direct the
disposition of 1,340,766 Shares; PWIMF has the sole power to dispose or
direct the disposition of 1,124,495 Shares.
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||
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(iv)
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Shared
power to dispose or to direct disposition — Neither PWAM, Peter S. Park,
as its sole member and manager, nor PWIMF have shared power with respect
to the disposition or direction to dispose of the Shares they beneficially
own.
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||
|
Item
5.
|
|||
|
Ownership
of Five Percent or Less of a Class
|
|||
|
If
this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following
[ ].
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|||
|
Item
6.
|
|||
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Ownership
of More than Five Percent on Behalf of Another Person.
|
|||
|
Peter
S. Park is the sole member and manager of PWAM.
|
|||
|
Item
7.
|
|||
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control
Person.
|
|||
|
Not
Applicable.
|
|||
|
Item
8.
|
|||
|
Identification
and Classification of Members of the Group
|
|||
|
Not
Applicable.
|
|||
|
Item
9.
|
|||
|
Notice
of Dissolution of Group
|
|||
|
Not
Applicable.
|
|||
|
Item
10.
|
|||
|
Certification
|
|||
|
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
|
|||
| Date: | February 11, 2010 | |||
| PARK WEST ASSET MANAGEMENT LLC | ||||
|
|
By:
|
/s/ James J. Watson | ||
| Name: | James J. Watson | |||
| Title: | Chief Financial Officer | |||
| PARK WEST INVESTORS MASTER FUND, LIMITED | ||||
| By: |
Park
West Asset Management LLC, its
Investment Manager
|
|||
| By: | /s/ James J. Watson | |||
| Name: | James J. Watson | |||
| Title: | Chief Financial Officer | |||
| /s/Peter S. Park | ||||
| Peter S. Park | ||||