Susan L. Harris - May 25, 2021 Form 4 Insider Report for General Finance CORP (GFN)

Role: Director
Signature: Christopher A. Wilson, attorney-in-fact for Susan L. Harris
Stock symbol: GFN
Transactions as of: May 25, 2021
Transactions value $: -$1,299,163
Form type: 4
Date filed: 5/26/2021, 05:08 PM
Next filing: Nov 8, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GFN	Common Stock	Disposed to Issuer	-$1.3M	-68.4K	-100%	$19.00	0	May 25, 2021	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	GFN	Stock Option (Right to Buy)	Disposed to Issuer	$0	-9K	-100%	$0.00^*	0	May 25, 2021	Common Stock	9K		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Susan L. Harris is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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.
F2	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.

Content

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.

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.