Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
(Amendment
No. 1)
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GENERAL
FINANCE CORPORATION
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(Name
of Issuer)
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Common
Stock
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(Title
of Class of Securities)
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369822101
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(CUSIP
Number)
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John
O. Johnson
450
North Brand Avenue, Suite 648
Glendale,
CA 91203
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(Name;
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
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May
30, 2008
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(Date
of Event which Requires Filing of this Statement)
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If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box.¨
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
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1.
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Name of
Reporting Person
John
O. Johnson
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I.R.S.
Identification No. of Above Persons (entities only)
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____________________
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
o
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(b)
o
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
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PF
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5.
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Check
if Disclosure of Legal Proceedings is Required
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o
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Pursuant
to Items 2(d) or 2(e)
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6.
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Citizenship
or Place of Organization
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United
States
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7.
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Sole
Voting Power
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665,617
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Number
of
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8.
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Shared
Voting Power
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Shares
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-0-
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Beneficially
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Owned
by
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9.
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Sole
Dispositive Power
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Each
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665,617
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Reporting
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Person
With
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10.
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Shared
Dispositive Power
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-0-
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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665,617
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12
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Check
Box if the Aggregate Amount in Row (11) Excludes
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o
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Certain
Shares (See Instructions)
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13
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Percent
of Class Represented by Amount in Row (11)
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4.7%
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14
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Type
of Reporting Person (See Instructions)
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IN
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2
ITEM
1. SECURITY AND ISSUER.
This
Schedule 13D relates to the common stock, par value $.0001 per share
(“Common
Stock”),
of
General Finance Corporation (the “Issuer”).
The
principal executive offices of the Issuer are located at 39 East Union Street,
Pasadena, CA 91103.
This
statement is filed by John O. Johnson (the “Reporting
Person”).
His
business address is at 39 East Union Street, Pasadena, CA 91103. His principal
occupation is acting as the Chief Operating Officer of the Issuer.
During
the last five years, the Reporting Person has not been convicted in a criminal
proceeding of the type required to be disclosed under this Item 2.
During
the last five years, the Reporting Person has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as
a
result of which such person was or is subject to a judgment, decree or final
order enjoining final violations of, or prohibiting or mandating activities
subject to federal or state securities laws or finding any violation with
respect to such laws.
The
Reporting Person is a citizen of the United States.
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ITEM
3.
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SOURCE
AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
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The
Reporting Person used personal funds to acquire the securities of the
Issuer.
ITEM
4. PURPOSE OF TRANSACTION
The
Reporting Person is the Chief Operating Officer of the Issuer. As such, he
participates in the planning and management of the Issuer.
From
May
2, 2008 until May 30, 2008 (the “Offer
Period”),
the
Issuer extended a tender offer (“Tender
Offer”)
to
holders of 9,208,333 of the Company’s warrants (the “
Warrants”),
which consist of 8,625,000 Warrants issued on April 5, 2006 in the Company’s
initial public offering (the “
IPO”)
and
583,333 Warrants issued to Ronald F. Valenta and the Reporting Person in a
private placement immediately prior to the Company’s IPO, to reduce the exercise
price of such Warrants from $6.00 to $5.10 per Warrant during the Offer Period.
Pursuant to the Tender Offer, the Reporting Person exercised 49,109 warrants
and
received 49,109 shares of common stock.
Depending
upon market conditions and other factors that the Reporting Person deems
material, (i) he may purchase additional shares of Common Stock or other
securities of the Company in the open market, in private transactions or from
the Company, or may dispose of all or a portion of the shares of Common Stock
or
other securities of the Company that he now owns or hereafter may acquire,
and
(ii) he may from time to time develop plans respecting, or propose changes
in,
the management, composition of the board of directors, policies, operations,
capital structure or business of the Company, including a possible
recapitalization or sale of the Company. Except as described in the preceding
sentence, the Reporting Person does not have any present plans or proposals
that
relate to, or that would result in, any of the events described in paragraphs
(a) to (j) of Item 4 of the Schedule 13D instructions. The Reporting Person
reserves the right to formulate plans or make proposals, and take such actions
with respect to his investment in the Company, including any or all of the
items
specified in paragraphs (a) to (j) of Item 4 of the Schedule 13D instructions
and any other actions as he may determine.
ITEM
5. INTEREST IN SECURITIES OF THE ISSUER
The
Reporting Person beneficially owns 665,617 shares of Common Stock, representing
4.7% of the Common Stock of the Issuer, calculated in accordance with Rule
13d-3. These shares include 260,258 shares that may be acquired upon exercise
of
warrants, which warrants were issued by the Issuer in its initial public
offering (the “IPO
Warrants”).
3
The
Reporting Person has sole voting and investment power with respect to all of
the
shares beneficially owned.
The
Reporting Person has not purchased or sold any Common Stock of the Issuer in
the
60 days prior to this filing. The Reporting Person is making this filing because
he exercised warrants pursuant to the Issuer’s tender offer.
As
of
June 3, 2008, Mr. Johnson is no longer the beneficial owner of more than 5.0%
of
the Common Stock of the Company. Accordingly, this amendment is the final
amendment to Schedule 13D and is an exit filing.
ITEM
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SECURITIES OF THE ISSUER.
The
Reporting Person is a party to that certain Amended and Restated Registration
Rights Agreement dated March 3, 2006 (the “
Registration Rights Agreement”),
by
and among the Issuer, the Reporting Person and certain other stockholders of
the
Issuer (the “
Registration Rights Stockholders”),
and
relating to 475,000 shares of Common Stock held by the Reporting
Person.
Pursuant
to the Registration Rights Agreement, the Reporting Person and the Registration
Rights Stockholders have two demand and unlimited piggyback registration rights
with respect to the shares of Common Stock held by such persons. The Issuer
will
bear the expenses incurred in connection with the filing of any such
registration statements requested pursuant to the Registration Rights
Agreement.
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ITEM
7.
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MATERIAL
TO BE FILED AS EXHIBITS.
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None.
4
Signature
After
reasonable inquiry and to the best of its, his or her knowledge and belief,
the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
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Date:
June 3, 2008
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/s/
JOHN O. JOHNSON
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John
O. Johnson
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5