Amended Statement of Ownership (sc 13g/a)
February 12 2020 - 4:01PM
Edgar (US Regulatory)
Securities and Exchange Commission,
Washington, D.C. 20549
Schedule
13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Textainer
Group Holdings Limited
(Name of Issuer)
Common Shares, $0.01 par value per share
(Title of Class of Securities)
G8766E109
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d1(b)
☐ Rule 13d1(c)
☒ Rule 13d1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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).
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(1)
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Names of
reporting persons
Mr. Isam K. Kabbani (Mr. Kabbani)
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(2)
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Check the appropriate box if a member
of a group
(a)
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(3)
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SEC use only
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(4)
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Citizenship or place of
organization
Saudi Arabia
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(5)
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Sole voting power:
3,720,850 Common Shares (see Item 4)*
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(6)
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Shared voting power:
0 Common Shares
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(7)
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Sole dispositive power:
3,720,850 Common Shares (see Item 4)*
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(8)
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Shared dispositive power:
0 Common Shares
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(9)
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Aggregate amount beneficially owned by each reporting person
3,720,850 Common Shares (see Item 4)*
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(10)
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Check if the aggregate amount in Row
(9) excludes certain shares (see instructions)
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(11)
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Percent of class represented by amount
in Row (9)
6.50%**
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(12)
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Type of reporting person (see
instructions)
IN
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*
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As of December 31, 2019, 3,720,850 Common Shares are held by Delmas Invest Holdings S.A. over which Mr. Kabbani
has beneficial ownership. See Item 4 below.
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**
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The percentage calculation assumes that there are currently 57,208,954 outstanding Common Shares, based on the
Issuers Form 6-K as filed with the Securities and Exchange Commission (SEC) on November 22, 2019.
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Item 1(a). Name of issuer.
Textainer Group Holdings Limited
Item 1(b).
Address of issuers principal executive offices.
Century House
16 Par-La-Ville Road
Hamilton HM 08
Bermuda
Item 2(a). Name of person filing.
This statement on Schedule 13G (this Statement) is being filed by Mr. Kabbani (the Reporting Person) pursuant to Rule 13d-1(k)
promulgated by the United States Securities and Exchange Commission pursuant to Section 13 of the Act.
Item 2(b). Address or principal business
office or, if none, residence.
P.O. BOX 16375
JEDDAH
21464
Saudi Arabia
Item 2(c). Citizenship and
Place of Organization.
Mr. Kabbani is a citizen of the Kingdom of Saudi Arabia.
Item 2(d). Title of class of securities.
Common
Shares, $0.01 par value per share
Item 2(e). CUSIP No.
G8766E109
Item 3. Statements Filed Pursuant to Rules 13d-1(b) or 13d-2(b).
Not applicable.
Item 4. Ownership.
(a)
As of 31 December 2019, Delmas Invest Holdings SA holds 3,528,250 Common Shares of the Issuer. Delmas Invest Holdings SA acquired call options
representing the right to acquire 192,600 Common Shares during 2019. These options are exercisable on or before March 1, 2020. Previously reported call options covering 125,000 Common Shares expired unexercised on 1st March 2019.
Mr. Kabbani does not beneficially own any other Common Shares of the Issuer.
(b)
The
percentage calculation assumes that there are currently 57,208,954 outstanding Common Shares, based on the Issuers Form 6-K as filed with the Securities and Exchange Commission (SEC) on
November 22, 2019.
(c)
The information set forth in
Items 5 through 8 of the cover pages to this Schedule 13G is incorporated herein by reference.
Item 5. Ownership of 5 Percent or Less of a
Class.
Not applicable.
Item 6. Ownership of
More than 5 Percent on Behalf of Another Person.
See the response to Item 4(a) and Item 4(b) above.
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. Certifications.
Not
applicable.
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.
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Dated: February 11, 2020
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By:
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/s/ Isam K. Kabbani
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Name:
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Mr. Isam K. Kabbani
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