Ronald F. Valenta - 25 May 2021 Form 4 Insider Report for General Finance CORP

Role
Director, 10%+ Owner
Signature
Christopher A. Wilson, attorney-in-fact for Ronald F. Valenta
Issuer symbol
N/A
Transactions as of
25 May 2021
Net transactions value
-$63,669,779
Form type
4
Filing time
27 May 2021, 12:24:11 UTC
Previous filing
19 May 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GFN Common Stock Disposed to Issuer $29,713,302 -1,563,858 -100% $19.00 0 25 May 2021 Direct F1
transaction GFN Common Stock Disposed to Issuer $212,914 -11,206 -100% $19.00 0 25 May 2021 Former spouse of Reporting Person F1
transaction GFN Common Stock Disposed to Issuer $1,266,293 -66,647 -100% $19.00 0 25 May 2021 See footnote F1, F2
transaction GFN Common Stock Disposed to Issuer $1,140,000 -60,000 -100% $19.00 0 25 May 2021 PV Realty, L.L.C. F1, F3
transaction GFN Common Stock Disposed to Issuer $31,337,270 -1,649,330 -100% $19.00 0 25 May 2021 GF Group Holdings, Inc. F1, F4

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 -160,000 -100% $0.000000* 0 25 May 2021 Common Stock 160,000 GF Group Holdings, Inc. F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Ronald F. Valenta 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 Securities were in accounts of three children of Reporting Person over which Reporting Person exercised investment power.
F3 Securities were owned by PV Realty, L.L.C., a California limited liability company, over which the Reporting Person exercises voting and investment control.
F4 Securities were owned by GF Group Holdings, Inc., a Delaware corporation, over which the Reporting Person exercises voting and investment control.
F5 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.