Neil Littlewood - May 25, 2021 Form 4 Insider Report for General Finance CORP (GFN)

Role: CEO-GFN Asia Pacific Holdings
Signature: Christopher A. Wilson, attorney-in-fact for Neil Littlewood
Stock symbol: GFN
Transactions as of: May 25, 2021
Transactions value $: -$2,224,463
Form type: 4
Date filed: 5/26/2021, 05:35 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GFN	Common Stock	Disposed to Issuer	-$2.22M	-117K	-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	Restricted Share Unit	Disposed to Issuer	$0	-28.6K	-100%	$0.00^*	0	May 25, 2021	Common Stock	28.6K		Direct	F2

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

Neil Littlewood 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, (A) any vesting conditions applicable to each outstanding Company RSU automatically accelerated in full, and (B) each Company RSU was cancelled and entitled the holder of such Company RSU to receive (without interest), an amount in cash equal to (x) the number of Shares subject to such Company RSU immediately prior to the Effective Time multiplied by (y) the Offer Price, 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, (A) any vesting conditions applicable to each outstanding Company RSU automatically accelerated in full, and (B) each Company RSU was cancelled and entitled the holder of such Company RSU to receive (without interest), an amount in cash equal to (x) the number of Shares subject to such Company RSU immediately prior to the Effective Time multiplied by (y) the Offer Price, less applicable Taxes required to be withheld with respect to such payment.