Sec Form 4 Filing - Garcia Victor @ CAI International, Inc. - 2017-11-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Garcia Victor 2. Issuer Name and Ticker or Trading Symbol CAI International, Inc. [ CAI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) STEUART TOWER, 1 MARKET PLAZA, SUITE 900 3. Date of Earliest Transaction (MM/DD/YY) 11/01/2017 (Street) SAN FRANCISCO, CA94105 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/01/2017 M 137,439 A $ 25.16 164,339 D Common Stock 11/01/2017 F 118,226 ( 1 ) D $ 36.23 46,113 D Common Stock 11/02/2017 M 36,750 A $ 17.77 82,863 D Common Stock 11/02/2017 F 28,127 ( 1 ) D $ 36.48 54,736 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 25.16 11/01/2017 M 137,439 ( 2 ) 04/29/2021 Common Stock 137,439 $ 0 12,561 D Stock Option (right to buy) $ 17.77 11/02/2017 M 36,750 ( 3 ) 06/11/2022 Common Stock 36,750 $ 0 5,250 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Garcia Victor STEUART TOWER 1 MARKET PLAZA, SUITE 900 SAN FRANCISCO, CA94105 X President and CEO Signatures /s/ David Morris, as Attorney-in-Fact 11/03/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares withheld by issuer to cover the exercise price and tax obligations upon the exercise of the options. ( 2 )The option was fully vested on April 29, 2015. ( 3 )The option was fully vested on June 12, 2016.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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