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    SEC Form SC 13G filed by CAI International, Inc.

    11/12/21 9:17:56 AM ET
    $CAI
    Medical Specialities
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    SC 13G 1 versor-cai110421.htm



     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION
    Washington, DC 20549

     

    SCHEDULE 13G

     

    Under the Securities Exchange Act of 1934

    (Amendment No. )*



    CAI International, Inc.

    (Name of Issuer)

     

    Common Stock, par value $0.0001 per share

    (Title of Class of Securities)

     

    12477X106

    (CUSIP Number)

     

     

    November 4, 2021
    (Date of Event Which Requires Filing of this Statement)

     

    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     

    o Rule 13d-1(b)

    x Rule 13d-1(c)

    o Rule 13d-1(d)

     

     

    *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

     

    The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     


     

    CUSIP No.  12477X106
     SCHEDULE 13G
    Page 2 of 8 Pages

     

             
    1
    NAME OF REPORTING PERSONS
     
    Versor Investments LP
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) o
    (b) o
     
    3
    SEC USE ONLY
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
    New York
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH
    5
    SOLE VOTING POWER
     
    875,996
    6
    SHARED VOTING POWER
     
    7
    SOLE DISPOSITIVE POWER
     
    875,996
    8
    SHARED DISPOSITIVE POWER
     
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    875,996
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
     
     
    o
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    5.05%
    12
    TYPE OF REPORTING PERSON
     
    IV

     


     

    CUSIP No.  12477X106
     SCHEDULE 13G
    Page 3 of 8 Pages

     

             
    1
    NAME OF REPORTING PERSONS
     
    Asset Management Exchange Master ICAV
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) o
    (b) o
     
    3
    SEC USE ONLY
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
    Ireland
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH
    5
    SOLE VOTING POWER
     
    875,996
    6
    SHARED VOTING POWER
     
    7
    SOLE DISPOSITIVE POWER
     
    875,996
    8
    SHARED DISPOSITIVE POWER
     
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    875,996
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
     
     
    o
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    5.05%
    12
    TYPE OF REPORTING PERSON
     
    OO

     


     

     

    CUSIP No. 12477X106
     SCHEDULE 13G
    Page 4 of 8 Pages

     

    Item 1.(a) Name of Issuer

    CAI International, Inc.

    Item 1.(b) Address of Issuer’s Principal Executive Offices

    Steuart Tower, 1 Market Plaza, Suite 2400, San Francisco, California, 94105

    Item 2.(a) Name of Person Filing

    Versor Investments LP

    Asset Management Exchange Master ICAV

    (b) Address of Principal Business Office, or, if none, Residence

    Versor Investments LP

    1120 Avenue of the Americas, 15th Floor

    New York, NY 10036

    Asset Management Exchange Master ICAV

    Riverside One, 37 - 42 Sir John Rogerson’s Quay

    Grand Canal Dock

    Dublin 2, D02 X576 Ireland

    (c) Citizenship

    Versor Investments LP

    New York

    Asset Management Exchange Master ICAV

    Ireland

    Item 2.(d) Title of Class of Securities

    Common Stock, no par value (the “Common Stock”)

     

    Item 2.(e) CUSIP No.:

    12477X106

     

    CUSIP No.  12477X106
     SCHEDULE 13G
    Page 5 of 8 Pages

     

     

    Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

      (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
     
      (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
     
      (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
     
      (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
     
      (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
     
      (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
     
      (g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
     
      (h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
     
      (i) ¨ 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 (15 U.S.C. 80a-3);
     
      (j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
     
      (k) ¨ A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                            
           

     

    CUSIP No. 12477X106
     SCHEDULE 13G
    Page 6 of 8 Pages

     

     

    Item 4. Ownership

    Information with respect to the Reporting Persons' ownership of the Common Stock as of November 4, 2021, is incorporated by reference to items (5) - (9) and (11) of the cover page of the respective Reporting Person.

    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 [ ].

    Item 6. Ownership of More Than Five Percent on Behalf of Another Person

    Not Applicable.

    Item 7. 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 acquired and are held in the ordinary course of business and 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.

     

     
    CUSIP No. 12477X106
     SCHEDULE 13G
    Page 7 of 8 Pages

     

     

    SIGNATURE

     

    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     

    Dated: November 12, 2021

     

     

     

     

    Versor Investments LP

           
      By:  /s/ Andrew Flynn
        Andrew Flynn, Chief Operating Officer
           
     

    Asset Management Exchange Master ICAV

           
      By:  /s/ Andre Bruwer
        Andre Bruwer, Director
         

     
    CUSIP No. 12477X106
     SCHEDULE 13G
    Page 8 of 8 Pages

     

    Exhibit I

     

    JOINT FILING STATEMENT

     

    PURSUANT TO RULE 13d-1(k)

     

    The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

     

    Dated: November 12, 2021

     

     

    Versor Investments LP

           
      By:  /s/ Andrew Flynn
        Andrew Flynn, Chief Operating Officer
           
     

    Asset Management Exchange Master ICAV

           
      By:  /s/ Andre Bruwer
        Andre Bruwer, Director
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