Sec Form 4 Filing - Dunmyer James P @ General Finance CORP - 2013-12-17

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Dunmyer James P 2. Issuer Name and Ticker or Trading Symbol General Finance CORP [ GFN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP of Finance of Pac-Van, Inc. (Last) (First) (Middle) 9155 HARRISON PARK COURT 3. Date of Earliest Transaction (MM/DD/YY) 12/17/2013 (Street) INDIANAPOLIS, IN46216 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/17/2013 A 700 A $ 6.4 21,928 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) ( 1 ) $ 6.5 10/01/2008 A 28,000 10/01/2009 10/01/2019 Common Stock 28,000 $ 0 28,000 D Stock Option (Right to Buy) ( 2 ) $ 1.28 01/26/2010 A 10,000 06/30/2011 01/26/2020 Common Stock 10,000 $ 0 38,000 D Stock Option (Right to Buy) ( 3 ) $ 1.06 09/15/2010 A 8,000 06/10/2014 09/15/2020 Common Stock 8,000 $ 0 46,000 D Stock Option (Right to Buy) ( 4 ) $ 3 06/23/2011 A 8,000 09/30/2014 06/23/2021 Common Stock 8,000 $ 0 54,000 D Stock Option (Right to Buy) ( 5 ) $ 3.15 06/07/2012 A 8,000 09/30/2015 06/23/2022 Common Stock 8,000 $ 0 62,000 D Stock Option (Right to Buy) ( 6 ) $ 4.43 06/07/2013 A 6,000 06/07/2014 06/07/2023 Common Stock 6,000 $ 0 68,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dunmyer James P 9155 HARRISON PARK COURT INDIANAPOLIS, IN46216 VP of Finance of Pac-Van, Inc. Signatures Christopher A Wilson, attorney-in-fact for James P Dunmyer 12/18/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Of the total 28,000 stock options (a) 11,200 stock options will vest in five equal installments beginning on October 1, 2009, provided that the employee is employed as of each such anniversary and (b) 3,360 stock options will be eligible for vesting upon the attainment of performance criteria on the first anniversary of the date audited financial statements are approved by the audit committee for fiscal year 2009, with 3,360 stock options eligible for vesting on each of the four succeeding fiscal years on the first anniversary of the date audited financial statements are approved by the audit committee for applicable fiscal year. ( 2 )Stock option vests on the following date if (a) General Finance Corporation, without consolidation of Pac-Van and Royal Wolf, incurs no more than $2.288 million of expenses for the fiscal year ended June 30, 2012, and (b) if General Finance Corporation and its subsidiaries remain throughout fiscal year 2010 in compliance with the covenants governing all of their indebtedness: the first anniversary of the date that the Audit Committee approves the consolidated financial statements of General Finance Corporation for the fiscal year ended June 30, 2010. ( 3 )See attached document "fn09152010.txt" for explanation of footnote. ( 4 )See attached document "fn06232011.txt" for explanation of footnote. ( 5 )See attached document "fn06072012.txt? for explanation of footnote. ( 6 )Stock option vests in three equal annual installments on each of the first three anniversaries of the grant date. Vesting of the award will cease if employee ceases to be employed by the Company or its affiliate on or prior to any of the three anniversary dates (subject to any employment agreement between employee and the Company).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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