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|
¨
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Rule 13d−1(b)
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|
|
¨
|
Rule 13d−1(c)
|
|
|
ý
|
Rule 13d−1(d)
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|
1. Names of Reporting Persons.
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|
|
Vulcan Corporate Services Inc.
|
|
|
2. Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a) ¨
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|
|
(b) ¨
|
|
|
3. SEC Use Only
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|
|
4. Citizenship or Place of Organization
Organized in the British Virgin Islands
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
5. Sole Voting Power
6 Shared Voting Power
2,651,975
7. Sole Dispositive Power
8. Shared Dispositive Power
2,651,975
|
|
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,651,975 Common Shares
|
|
|
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)¨
|
|
|
11. Percent of Class Represented by Amount in Row (9)
5.4% based on 48,951,114 of the Issuer's Common Share, as reported by the Issuer to be outstanding as of December 31, 2011 on Form 6-K filed with the Securities and Exchange Commission on February 14, 2012.
|
|
|
12. Type of Reporting Person (See Instructions)
OO
|
|
|
1. Names of Reporting Persons.
|
|
|
Credit Agricole S.A.
|
|
|
2. Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a) ¨
|
|
|
(b) ¨
|
|
|
3. SEC Use Only
|
|
|
4. Citizenship or Place of Organization
Organized in France
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
5. Sole Voting Power
6 Shared Voting Power
2,651,975
7. Sole Dispositive Power
8. Shared Dispositive Power
2,651,975
|
|
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,651,975 Common Shares
|
|
|
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)¨
|
|
|
11. Percent of Class Represented by Amount in Row (9)
5.4% based on 48,951,114 of the Issuer's Common Share, as reported by the Issuer to be outstanding as of December 31, 2011 on Form 6-K filed with the Securities and Exchange Commission on February 14, 2012.
|
|
|
12. Type of Reporting Person (See Instructions)
CO
|
|
|
Item 1.
|
|
(a)
|
Name of Issuer
|
|
|
Textainer Group Holdings Limited
|
|
(b)
|
Address of Issuer’s Principal Executive Offices
|
|
|
Century House
|
|
|
16 Par-La-Ville Road
|
|
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Hamilton HM 08
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|
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Bermuda
|
|
Item 2.
|
|
(a)
|
Name of Person(s) Filing
|
|
|
Vulcan Corporate Services Inc.
|
|
|
Credit Agricole S.A.
|
|
(b)
|
Address of Principal Business Office or, if none, Residence
|
|
|
Vulcan Corporate Services Inc.
|
|
|
c/o Credit Agricole Suisse Conseil S.A.
|
|
|
11 rue du marche, Case postale 5259
|
|
|
CH 1204 Geneve Suisse
|
|
|
Switzerland
|
|
|
Credit Agricole S.A.
|
|
|
91-93 boulevard Pasteur
|
|
|
75015 Paris
|
|
|
France
|
|
(c)
|
Citizenship
|
|
|
See Item 4 of each cover page
|
|
(d)
|
Title of Class of Securities
|
|
|
Common Shares, $0.01 par value per share
|
|
(e)
|
CUSIP Number
|
|
|
G8766E109
|
|
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)
|
¨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)
|
¨Group, in accordance with §240.13d−1(b)(1)(ii)(J).
|
|
Item 4.
|
Ownership
|
|
|
(a)
|
IKK Foundation, a foundation domiciled in the Principality of Liechtenstein, owns 2,651,975 Common Shares of the Issuer. Vulcan Corporate Services Inc., a member of the Board of Directors of IKK Foundation, in its individual capacity has separately been authorized by the Board of Directors of IKK Foundation, to act alone for, and represent alone IKK Foundation. Because of the foregoing authorization, Vulcan Corporate Services Inc. may be deemed to beneficially own all of the Common Shares of the Issuer held by IKK Foundation.
|
|
|
(a)
|
Credit Agricole S.A. indirectly owns 100% of equity interest of Vulcan Corporate Services Inc. As a result, Credit Agricole S.A. may be deemed to have the power to exercise or to direct the exercise of such voting and/or dispositive power that Vulcan Corporate Services Inc. may have with respect to the Issuer's Common Shares held by IKK Foundation. The filing of this statement should not be construed as an admission that Credit Agricole S.A. is, and it disclaims that it is, for the purposes of Sections 13 or 16 of the Securities Exchange Act of 1934, the beneficial owner of these shares.
|
|
|
(b)
|
See Item 11 of each cover page
|
|
|
(c)(i)
|
See Item 5 of each cover page
|
|
|
(c)(ii)
|
See Item 6 of each cover page
|
|
|
(c)(iii)
|
See Item 7 of each cover page
|
|
|
(c)(iv)
|
See Item 8 of each cover page
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
|
|
Item 8.
|
Identification and Classification of Members of the Group
|
|
Item 9.
|
Notice of Dissolution of Group
|
|
Item 10.
|
Certification
|
|
VULCAN CORPORATE SERVICES INC.
|
|
By: /s/ Thierry Darreau /s/ Indrani Veronica VESIN
|
|
Names: Thierry Darreau Indrani Veronica VESIN
|
|
Titles: Directors
|
|
CREDIT AGRICOLE S.A.
|
|
By: /s/ Olivier Guilhamon
|
|
Name: Olivier Guilhamon
|
|
Title: Head of Group Compliance, Crédit Agricole S.A.
|
|
Exhibit 99.1
|
Joint Filing Agreement
|