| FORM 4 | 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 | | OMB APPROVAL | | OMB Number: | 3235-0287 | | Expires: | December 31, 2014 | | Estimated average burden | | hours per response | 0.5 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol
General Finance CORP
[GFN] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable) | Director | | 10% Owner | | X | Officer (give title below) | | Other (specify below) | | VP of Finance of Pac-Van, Inc. |
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3. Date of Earliest Transaction (Month/Day/Year)
06/07/2012 |
4. If Amendment, Date of Original Filed (Month/Day/Year)
| 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 |
1.Title of Security
(Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 |
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 (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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
(Month/Day/Year) | 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)
| $
6.4
| 10/01/2008 | | A | |
28,000
| | 10/01/2009 | 10/01/2019 |
Common Stock
|
28,000
|
$
0
|
28,000
|
D
| |
|
Stock Option (Right to Buy)
| $
1.28
| 01/26/2010 | | A | |
10,000
| | 06/30/2011 | 01/26/2020 |
Common Stock
|
10,000
|
$
0
|
38,000
|
D
| |
|
Warrants
| $
4
| 06/25/2010 | | A | |
3,000
| | 06/25/2010 | 06/25/2013 |
Common Stock
|
1,500
|
$
0
|
39,500
|
D
| |
|
Warrants
| $
4
| 06/25/2010 | | A | |
100
| | 06/25/2010 | 06/25/2013 |
Common Stock
|
50
|
$
0
|
39,550
|
I
|
Child A
|
|
Warrants
| $
4
| 06/25/2010 | | A | |
100
| | 06/25/2010 | 06/25/2013 |
Common Stock
|
50
|
$
0
|
39,600
|
I
|
Child B
|
|
Warrants
| $
4
| 06/25/2010 | | A | |
100
| | 06/25/2010 | 06/25/2013 |
Common Stock
|
50
|
$
0
|
39,650
|
I
|
Child C
|
|
Stock Option (Right to Buy)
| $
1.06
| 09/15/2010 | | A | |
8,000
| | 06/30/2014 | 09/15/2020 |
Common Stock
|
8,000
|
$
0
|
47,650
|
D
| |
|
Stock Option (Right to Buy)
| $
3
| 06/23/2011 | | A | |
8,000
| | 09/30/2014 | 06/23/2021 |
Common Stock
|
8,000
|
$
0
|
55,650
|
D
| |
|
Stock Option (Right to Buy)
| $
3.15
| 06/07/2012 | | A | |
8,000
| | 09/30/2015 | 06/07/2022 |
Common Stock
|
8,000
|
$
0
|
63,650
|
D
| |
| Explanation of Responses: |
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| Christopher A Wilson, Attorney-in-Fact for James P Dunmyer | 06/08/2012 |
| ** 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 Number. |
100% of the Options shall vest on the first anniversary of the
date that each of the following conditions have been satisfied:
(a) the Compensation Committee of General Finance Corporation
(the Committee) receives audited financial statements (the
Financial Statements) for the fiscal year ending June 30, 2013
(the Financial Statements Date) of General Finance Corporation
and its subsidiaries GFN North America Corp. and GFN U.S.
Australasia Holdings, Inc. (the Company) and (b) the Chief
Executive Officer of the Company delivers written certification
to the Committee that (i) the aggregate earnings before interest,
income taxes, depreciation and amortization and other non-operating
costs plus share-based compensation expense (Adjusted EBITDA) of
the Company for the three fiscal years ending on June 30, 2013 equals
or exceeds US$ 114 million (the Target EBITDA), assuming a
currency conversion rate (the Currency Conversion Rate) of one
Australian Dollar to 0.8567 U.S. Dollars (the Target Conversion Rate)
and (ii) the aggregate indebtedness of the Company is less than
US $147 million (the Target Debt Level).
If the Currency Conversion Rate in effect as of the Financial Statement
Date is less or greater than the Target Conversion
Rate, the Target
EBITDA shall be correspondingly decreased or increased, respectively.
If the aggregate indebtedness of the Company as of the Financial
Statements Date is less than the Target Debt Level, the Target Debt
Level shall be shall be decreased (if the following product is a positive
amount) or increased (if the following product is a negative amount) by
the product of (i) the difference between actual aggregate Adjusted
EBITDA for the three fiscal years ending on June 30, 2013 and
Target EBITDA and (ii) US$5.
100% of the Options shall vest on the date that is three months
after each of the following conditions have been satisfied:
(a) the Compensation Committee of General Finance Corporation
(the Committee) receives audited financial statements (the
Financial Statements) for the fiscal year ending June 30, 2014
(the Financial Statements Date) of General Finance Corporation
and its subsidiaries GFN North America Corp. and GFN U.S.
Australasia Holdings, Inc. (the Company) and (b) the Chief
Executive Officer of the Company delivers written certification
to the Committee that (i) the aggregate earnings before interest,
income taxes, depreciation and amortization and other non-operating
costs plus share-based compensation expense (Adjusted EBITDA) of
the Company for the three fiscal years ending on June 30, 2014 equals
or exceeds US$ 160 million (the Target EBITDA), assuming a
currency conversion rate (the Currency Conversion Rate) of one
Australian Dollar to one U.S. Dollar (the Target Conversion Rate)
and (ii) the aggregate indebtedness of the Company is less than
US $98 million (the Target Debt Level).
If the Currency Conversion Rate in effect as of the Financial Statement
Date is less or greater than the Target Conversion
Rate, the Target
EBITDA shall be correspondingly decreased or increased, respectively.
If the aggregate indebtedness of the Company as of the Financial
Statements Date is less than the Target Debt Level, the Target Debt
Level shall be shall be decreased (if the following product is a positive
amount) or increased (if the following product is a negative amount) by
the product of (i) the difference between actual aggregate Adjusted
EBITDA for the three fiscal years ending on June 30, 2014 and
Target EBITDA and (ii) US$5.
100% of the Options shall vest three months after the
date that each of the following conditions have been satisfied:
(a) the Compensation Committee of General Finance Corporation
(the Committee) receives audited financial statements (the
Financial Statements) for the fiscal year ending June 30, 2015
(the Financial Statements Date) of General Finance Corporation
and its subsidiaries (the Company) and (b) the Chief
Executive Officer of the Company delivers written certification
to the Committee that (i) the aggregate earnings before interest,
income taxes, depreciation and amortization and other non-operating
costs plus share-based compensation expense (Adjusted EBITDA) of
the Company for the three fiscal years ending on June 30, 2015 equals
or exceeds US$ 195.6 million (the Target EBITDA), assuming a
currency conversion rate (the Currency Conversion Rate) of one
Australian Dollar to 1.00 U.S. Dollar (the Target Conversion Rate)
and (ii) the aggregate indebtedness of the Company is less than
US $193 million (the Target Debt Level).
If the Currency Conversion Rate in effect as of the Financial Statement
Date is less or greater than the Target Conversion Rate, the Target
EBITDA shall be correspondingly decreased
or increased, respectively.
If the aggregate indebtedness of the Company as of the Financial
Statements Date is less than the Target Debt Level, the Target Debt
Level shall be shall be decreased (if the following product is a positive
amount) or increased (if the following product is a negative amount) by
the product of (i) the difference between actual aggregate Adjusted
EBITDA for the three fiscal years ending on June 30, 2015 and
Target EBITDA and (ii) US$5.
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Charles E. Barrantes and Christopher A. Wilson the
undersigned's true and lawful attorney-in-fact to:
(1) prepare, execute in the undersigned's name and on the undersigned's
behalf, and submit to the U.S. Securities and Exchange Commission
(the "SEC") a Form ID, including amendments thereto, and any other documents
necessary or appropriate to obtain codes and passwords enabling the
undersigned to make electronic filings with the SEC of reports required by
Section 16(a) of the Securities Exchange Act of 1934 or any rule or
regulation of the SEC;
(2) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of General Finance Corporation (the
"Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder;
(3) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form
3, 4, or 5, complete and execute any amendment or amendments thereto, and
timely file such form with the SEC and any stock exchange or similar
authority; and
(4) take any other
action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it
being understood that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this power of attorney
and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorney-in-fact, in serving in such capacity at the
request of the undersigned, is not assuming, nor is the Company assuming,
any of the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 7th day of March 2012.
/s/ James P. Dunmyer
Name: James P. Dunmyer