FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported 		UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

                                                                                  

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OMB Number: 3235-0362
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Ogawa Hiromitsu

2. Issuer Name and Ticker or Trading Symbol

CAI International, Inc. [CAP]

5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)

(Last)          (First)          (Middle)

STEUART TOWER,  1 MARKET PLAZA, SUITE 900

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2014 
(Street)

SAN FRANCISCO, CA 94105

(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person


Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Amount (A) or (D) Price
Common Stock   12/8/2014     G   183894.0000   D $0.0000   0.0000   (1) I   Hiromitsu Ogawa GRAT 2011   (2)
Common Stock                 1212433.0000   D    
Common Stock                 2675214.0000   (3) I   Ogawa Family Trust dated 7/6/98   (4)
Common Stock                 493927.0000   I   Ogawa Limited Partnership   (4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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/YYYY) 		7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Upon termination of the Hiromitsu Ogawa GRAT 2011, on December 8, 2014, 183,894 shares were transferred to the reporting person's children, with the remaining shares being transferred to the Ogawa Family Trust dated 7/6/98 and continue to be reported by the reporting person as indirectly owned.
( 2)  Reporting Person is Trustee.
( 3)  On December 8, 2014, 500,000 shares were transferred to the Ogawa Family Trust dated 7/6/98 upon the termination of the Betty Jean Crouch Ogawa GRAT 2011, and 316,106 shares were transferred to such trust upon termination of the Hiromitsu Ogawa GRAT 2011. All of such shares continue to be reported by the reporting person as indirectly owned.
( 4)  Reporting Person is the Trustee of the Ogawa Family Trust dated 7/6/98, which is the general partner of the Ogawa Limited Partnership.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Ogawa Hiromitsu
STEUART TOWER
1 MARKET PLAZA, SUITE 900
SAN FRANCISCO, CA 94105 		X X


Signatures
/s/ David Morris, as Attorney-in-Fact 2/12/2015
** Signature of Reporting Person Date


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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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