Statement of Changes in Beneficial Ownership (4)
May 27 2021 - 11:24AM
Edgar (US Regulatory)
FORM 4
[X]
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 OF SECURITIES
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3235-0287
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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
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1. Name and Address of Reporting Person
*
Valenta Ronald |
2. Issuer Name and Ticker or Trading Symbol
General Finance CORP
[
GFN
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
39 EAST UNION STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/25/2021 |
(Street)
PASADENA, CA 91103
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 5/25/2021 | | D(1) | | 1563858 | D | $19 | 0 | D | |
Common Stock | 5/25/2021 | | D(1) | | 11206 | D | $19 | 0 | I | Former spouse of Reporting Person |
Common Stock | 5/25/2021 | | D(1) | | 66647 | D | $19 | 0 | I | See footnote (2) |
Common Stock | 5/25/2021 | | D(1) | | 60000 | D | $19 | 0 | I | PV Realty, L.L.C. (3) |
Common Stock | 5/25/2021 | | D(1) | | 1649330 | D | $19 | 0 | I | GF Group Holdings, Inc. (4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 | 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 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) | (5) | 5/25/2021 | | D | | | 160000 | (5) | (5) | Common Stock | 160000 | $0 (5) | 0 | I | GF Group Holdings, Inc. (4) |
Explanation of Responses: |
(1) | This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 15, 2021, by and among General Finance Corporation (the "Company"), United Rentals (North America), Inc., ("Parent"), and UR Merger Sub VI Corporation ("Merger Sub"), pursuant to which the Company became a direct wholly owned subsidiary of Parent (the "Merger") on May 25, 2021 (the "Effective Time"). At the Effective Time, all of the issued and outstanding shares of the Company's common stock, par value $0.0001 per share (the "Shares") were cancelled and converted into a right to receive $19.00 in cash (the "Merger Consideration") without interest and subject to applicable withholding taxes. |
(2) | Securities were in accounts of three children of Reporting Person over which Reporting Person exercised investment power. |
(3) | Securities were owned by PV Realty, L.L.C., a California limited liability company, over which the Reporting Person exercises voting and investment control. |
(4) | Securities were owned by GF Group Holdings, Inc., a Delaware corporation, over which the Reporting Person exercises voting and investment control. |
(5) | At the Effective Time, all Company Options whether vested or unvested, were cancelled and each holder of such Company Option was entitled to receive (without interest), an amount in cash equal to the product of (x) the number of Shares subject to such Company Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of (A) the Offer Price of $19.00 over (B) the exercise price per Share of such Company Option, less applicable Taxes required to be withheld with respect to such payment. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Valenta Ronald 39 EAST UNION STREET PASADENA, CA 91103 | X | X |
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Signatures
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Christopher A. Wilson, attorney-in-fact for Ronald F. Valenta | | 5/27/2021 |
**Signature of Reporting Person | Date |
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