Neil Littlewood - 25 May 2021 Form 4 Insider Report for General Finance CORP

Role
CEO-GFN Asia Pacific Holdings
Signature
Christopher A. Wilson, attorney-in-fact for Neil Littlewood
Issuer symbol
N/A
Transactions as of
25 May 2021
Net transactions value
-$2,224,463
Form type
4
Filing time
26 May 2021, 17:35:06 UTC
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 $2,224,463 -117,077 -100% $19.00 0 25 May 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 -28,633 -100% $0.000000* 0 25 May 2021 Common Stock 28,633 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.