Filing Details
- Accession Number:
- 0001654954-17-007851
- Form Type:
- 13D Filing
- Publication Date:
- 2017-08-22 18:52:14
- Filed By:
- Havner Ronald L Jr
- Company:
- General Finance Corp (NASDAQ:GFN)
- Filing Date:
- 2017-08-23
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Ronald L. Havner, Jr | 0 | 21,269 | 0 | 21,269 | 21,269 | 5.3% |
| LeeAnn R. Havner | 0 | 21,269 | 0 | 21,269 | 21,269 | 5.3% |
| The Havner Family Trust | 0 | 21,269 | 0 | 21,269 | 21,269 | 5.3% |
Filing
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8) |
|
General Finance Corporation |
| (Name
of Issuer) |
|
9.00% Series C Cumulative Redeemable Perpetual Preferred
Stock |
| (Title
of Class of Securities) |
|
369822507 |
| (CUSIP
Number) |
|
Karl I. Swaidan
Hahn & Hahn LLP
301 E. Colorado Boulevard, 9th Floor
Pasadena, California 91101-1977
(626) 796-9123 |
| (Name,
Address and Telephone Number of Person Authorized
to Receive Notices and Communications) |
|
July 7, 2017 |
| (Date
of Event which Requires Filing of this Statement) |
| |
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 §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See §240.13d-7 for other parties to whom copies are to be
sent.
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).
| CUSIP
No. 369822507 | | |
| 1 | NAMES
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
| Ronald
L. Havner, Jr. | ||||||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | |||||
| (a) | | |||||
| (b) | | |||||
| 3 | SEC USE
ONLY | |||||
| 4 | SOURCE
OF FUNDS (See Instructions) PF | |||||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) | | ||||
| 6 | CITIZENSHIP OR
PLACE OF ORGANIZATION U.S.A. | |||||
| NUMBER
OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 7 | SOLE
VOTING POWER 0 | ||||
| 8 | SHARED
VOTING POWER 21,269(1) | |||||
| 9 | SOLE
DISPOSITIVE POWER 0 | |||||
| 10 | SHARED
DISPOSITIVE POWER 21,269(1) | |||||
| 11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,269(1) | |||||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | | ||||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% | |||||
| 14 | TYPE OF
REPORTING PERSON IN | |||||
(1)
Mr. Havner and his
wife, LeeAnn R. Havner ("Mrs. Havner"), are Co-Trustees of The
Havner Family Trust (the "Trust"). The Trust owns 21,269 Shares. As
a Co-Trustee of the Trust, Mr. Havner may be deemed to beneficially
own all of the Shares held by the Trust.
2
| CUSIP
No. 369822507 | | |
| 1 | NAMES
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
| LeeAnn
R. Havner | ||||||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | |||||
| (a) | | |||||
| (b) | | |||||
| 3 | SEC USE
ONLY | |||||
| 4 | SOURCE
OF FUNDS (See Instructions) PF | |||||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) | | ||||
| 6 | CITIZENSHIP OR
PLACE OF ORGANIZATION U.S.A. | |||||
| NUMBER
OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 7 | SOLE
VOTING POWER 0 | ||||
| 8 | SHARED
VOTING POWER 21,269(1) | |||||
| 9 | SOLE
DISPOSITIVE POWER 0 | |||||
| 10 | SHARED
DISPOSITIVE POWER 21,269(1)) | |||||
| 11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,269(1) | |||||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | | ||||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% | |||||
| 14 | TYPE OF
REPORTING PERSON IN | |||||
(1)
Mrs. Havner and her
husband Ronald L. Havner, Jr. ("Mr. Havner"), are Co-Trustees of
The Havner Family Trust (the "Trust"). The Trust owns 21,269
Shares. As a Co-Trustee of the Trust, Mrs. Havner may be deemed to
beneficially own all of the Shares held by the Trust.
3
| CUSIP
No. 369822507 | | |
| 1 | NAMES
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
| The
Havner Family Trust | ||||||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | |||||
| (a) | | |||||
| (b) | | |||||
| 3 | SEC USE
ONLY | |||||
| 4 | SOURCE
OF FUNDS (See Instructions) PF | |||||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) | | ||||
| 6 | CITIZENSHIP OR
PLACE OF ORGANIZATION California | |||||
| NUMBER
OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 7 | SOLE
VOTING POWER 0 | ||||
| 8 | SHARED
VOTING POWER 21,269 (1) | |||||
| 9 | SOLE
DISPOSITIVE POWER 0 | |||||
| 10 | SHARED
DISPOSITIVE POWER 21,269 (1) | |||||
| 11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,269 | |||||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | | ||||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% | |||||
| 14 | TYPE OF
REPORTING PERSON OO | |||||
(1)
The Trust owns
21,269 Shares. Ronald L. Havner, Jr. and his wife, LeeAnn R.
Havner, are the Co-Trustees of the Trust.
4
| CUSIP
No. 369822507 | | |
SCHEDULE
13D
Item 1. Security and
Issuer
The
securities to which this Schedule 13D ("Schedule 13D") relates are
shares of 9.00% Series C Cumulative Redeemable Perpetual Preferred
Stock (the "Shares" or the "Series C Preferred Stock") of General
Finance Corporation, a Delaware corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 39 East
Union Street, Pasadena, California 91103.
Item 2. Identity and
Background
This
statement is being filed jointly by Ronald L. Havner, Jr. ("Mr.
Havner"), LeeAnn R. Havner ("Mrs. Havner"), and The Havner Family
Trust (the "Trust) (collectively, the "Reporting Persons"). Neither
the present filing nor anything contained herein shall be construed
as an admission that the Trust or Mr. and Mrs. Havner constitute a
"person" for any purpose other than Section 13(d) of the Securities
Exchange Act of 1934, or that the Trust and Mr. and Mrs. Havner
constitute a "group" for any purpose.
Mr.
and Mrs. Havner are husband and wife and the Co-Trustees of the
Trust. Each of the Reporting Persons has a business address c/o
Public Storage, Inc., 701 Western Avenue, Glendale, California
91201.
Mr.
Havner is the Chairman and Chief Executive Officer of Public
Storage, Inc., a fully integrated, self-administered and
self-managed real estate investment trust that acquires, develops,
owns and operates self-storage facilities which offer self-storage
spaces for lease for personal and business use. The principal
business address of Public Storage, Inc. is 701 Western Avenue,
Glendale, California 91201. Mr. Havner is a citizen of the United
States of America.
Mrs.
Havner is a philanthropist and engaged in a variety of charitable
activities. Mrs. Havner is a citizen of the United States of
America.
The
Trust is a trust formed under the laws of the State of
California.
During
the last five years, none of the Reporting Persons has been (i)
convicted in a criminal proceeding (excluding traffic violations
and similar misdemeanors), or (ii) a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction, as a
result of which such Filing Person was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
Item 3. Source and Amount of
Funds
The
Reporting Persons have used Mr. and Mrs. Havner's personal funds to
acquire the Shares, including those referenced in Item 5 below. The
Trust paid an aggregate $1,723,887 for the Trust
Shares.
5
Item 4. Purpose of
Transaction
The
Reporting Persons have acquired the Shares for investment purposes
only and expect from time to time to acquire or dispose of
additional Shares via open market transactions, in
privately-negotiated transactions, directly from the Issuer, or
upon the exercise or conversion of securities convertible into or
exercisable or exchangeable for the Shares. However, there is no
timetable or pre-arranged plan related to purchase or sale of
additional Shares. Such decisions will be made based on trading
activity and the relative value of the Shares, as defined by market
conditions, as each Reporting Person expects to continuously review
such person's investment in the Issuer.
Each
Reporting Person also may, at any time, subject to compliance with
applicable securities laws and regulatory requirements, dispose or
distribute some or all of its or his or her Shares or such other
securities as it or he or she owns or may subsequently acquire
depending on various factors, including but not limited to, the
price of the Shares, the terms and conditions of the transaction
and prevailing market conditions, as well as liquidity and
diversification objectives.
Except
as indicated herein, no Reporting Person, as a stockholder of the
Issuer, has any plan or proposal that relates or would result in
any of the transactions or other matters specified in Clauses (a)
through (j) of Item 4 of Schedule 13D. Each Reporting Person may,
at any time and from time to time, review or reconsider its, his or
her position and/or change its, his or her purpose and/or formulate
plans or proposals with respect thereto.
Item 5. Interest in Securities of the
Issuer
During
the last 60 days, the Trust acquired 1,482 additional Shares on
July 7, 2017, on the open market, for an aggregate purchase price
of $142,904.
The
percentages of beneficial ownership set forth in this Schedule 13D
have been determined based on the 400,000 Shares outstanding as of
March 31, 2017, as reported in the Issuer's Form 10-Q filed on May
10, 2017.
Mr.
Havner.
(i) Mr.
Havner, as Co-Trustee of the Trust, may be deemed to beneficially
own 21,269 Shares (the "Trust's Shares") representing approximately
5.3% of the outstanding Series C Preferred Stock.
(ii)
As Co-Trustees of the Trust, Mr. and Mrs. Havner share the power to
vote or direct the vote, and to dispose or to direct the
disposition, with respect to the Trust's Shares.
Mrs.
Havner.
(i) Mrs. Havner, as Co-Trustee of the Trust, may
be deemed to beneficially own 21,269 Shares representing approximately 5.3% of the
outstanding Series C Preferred Stock.
(ii)
As Co-Trustees of the Trust, Mr. and Mrs. Havner share the power to
vote or direct the vote, and to dispose or to direct the
disposition, with respect to the Trust's Shares.
The
Trust.
(i) The Trust may be deemed to beneficially own
21,269 Shares representing
approximately 5.3% of the outstanding Series C Preferred
Stock.
(ii)
Mr. and Mrs. Havner, as Co-Trustees of the Trust, share the power
to vote or direct the vote, and to dispose or to direct the
disposition, with respect to the Trust's Shares.
Except
as set forth in this Schedule 13D, to the knowledge of the
Reporting Persons, no person has the right to direct the receipt of
dividends from, or the proceeds from the sale of, the Shares
covered by this Schedule 13D.
6
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Except
as set forth in this Schedule 13D, none of the Reporting Persons
has any contracts, arrangements, understandings or relationships
(legal or otherwise) with respect to any securities of the
Issuer.
Item 7. Material to be Filed as
Exhibits
Exhibit
Description of
Exhibits
99.1 Agreement
Required for Joint Filing Under Rule
13d-1(k)(1)
7
| CUSIP
No. 369822507 | | |
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
|
Date: |
August 18, 2017 | | | | | |
| | | | | | | |
|
Signature: |
/s/ Ronald L. Havner, Jr. | | | | | |
| | | | | | | |
|
Name/Title: |
Ronald L. Havner, Jr. | | | | | |
| | | | | | | |
| | | | | | | |
|
Signature: |
/s/ LeeAnn R. Havner | | | | | |
| | | | | | | |
|
Name/Title: |
LeeAnn R. Havner | | | | | |
THE HAVNER FAMILY TRUST
|
Signature: |
/s/ LeeAnn R. Havner | | | | | |
| | | | | | | |
|
Name: |
LeeAnn R. Havner | | | | | |
|
Title: |
Trustee | | | | | |
| | | | | | | |
|
Signature: |
/s/ Ronald L. Havner, Jr. | | | | | |
| | | | | | | |
|
Name: |
Ronald L. Havner, Jr. | | | | | |
|
Title: |
Trustee | | | | | |
8