Filing Details
- Accession Number:
- 0001654954-18-000571
- Form Type:
- 13G Filing
- Publication Date:
- 2018-01-19 14:42:17
- Filed By:
- Hfd Family Trust
- Company:
- General Finance Corp (NASDAQ:GFN)
- Filing Date:
- 2018-01-19
- SEC Url:
- 13G 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 |
|---|---|---|---|---|---|---|
| Ebb Tide Investments Limited Magna Carta Life Insurance Ltd. HFD Family Trust | 1,412,336 | 5.3% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities and Exchange Act of 1934
(Amendment No. 5)*
| GENERAL FINANCE
CORPORATION |
|
Name of Issuer) |
|
Common Stock |
|
(Title of Class of Securities) |
|
369822101 |
|
(CUSIP Number) |
|
February 13, 2017 |
|
(Date of Event Which Requires Filing of this
Statement) |
Check
the appropriate box to designate the rule pursuant to which this
Schedule is filed:
☐ Rule
13d-1(b)
☒ Rule
13d-1(c)
☐ Rule
13d-1(d)
|
* |
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 the disclosures provided
in a prior cover page. |
The
information required in 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 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).
|
1. |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY) |
Ebb Tide Investments Limited
Magna Carta Life Insurance Ltd.
HFD Family Trust
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| |
(a) | ☐ |
| |
(b) | ☒ |
|
3. |
SEC USE ONLY |
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
Ebb Tide Investments Limited, a Cayman limited company
Magna Carta Life Insurance Ltd., a Bermuda limited
company
HFD Family Trust, a Cayman Islands Trust
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
5. |
SOLE VOTING POWER* |
| |
(i) |
Ebb Tide Investments Limited: 0 |
| |
(ii) |
Magna Carta Life Insurance Ltd.: 0 |
| |
(iii) |
HFD Family Trust: 0 |
|
6. |
SHARED VOTING POWER* |
| |
(i) |
Ebb Tide Investments Limited: 1,412,336 |
| |
(ii) |
Magna Carta Life Insurance Ltd.: 1,412,336 |
| |
(iii) |
HFD Family Trust: 0 |
|
7. |
SOLE DISPOSITIVE POWER* |
| |
(i) |
Ebb Tide Investments Limited: 0 |
| |
(ii) |
Magna Carta Life Insurance Ltd.: 0 |
| |
(iii) |
HFD Family Trust: 0 |
2
|
8. |
SHARED DISPOSITIVE POWER* |
| |
(i) |
Ebb Tide Investments Limited: 1,412,336 |
| |
(ii) |
Magna Carta Life Insurance Ltd.: 1,412,336 |
| |
(iii) |
HFD Family Trust: 1,412,336 |
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
1,412,336 *
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |
☐·
Not applicable.
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
5.3%
|
12. |
TYPE OF REPORTING PERSON |
IC, OO (An international business company organized under the laws
of the Cayman Islands), OO
*See Exhibit B for explanation
of holdings.
3
|
Item 1(a). |
Name of Issuer: |
General Finance Corporation
|
Item 1(b). |
Address of Issuer's Principal Executive Offices: |
39 East Union Street
Pasadena, California 91103
|
Item 2(a). |
Name of Person Filing: |
Ebb Tide Investments Limited
Magna Carta Life Insurance Ltd.
HFD Family Trust
|
Item 2(b). |
Address of Principal Business Office, or if None,
Residence: |
The address of Ebb Tide Investments Limited is New Providence
Finance Center, East Bay Street, Nassau, Bahamas, PO Box CR-56766,
Suite 1000
The address of Magna Carta Life Insurance Ltd. is PO Box 2078,
Hamilton HM HX, Bermuda.
The address of HFD Family Trust is PO Box 847, Grand Cayman, Cayman
Islands.
|
Item 2(c). |
Citizenship: |
Ebb Tide Investments Limited, a Cayman limited company
Magna Carta Life Insurance Ltd., a Bermuda limited
company
HFD Family Trust, a Cayman Islands Trust
|
Item 2(d). |
Title of Class of Securities: |
Common stock, par value $.001 per share
|
Item 2(e). |
CUSIP Number: |
369822101
|
Item 3. |
Not applicable. |
4
|
Item 4. |
Ownership. (See Exhibit B for explanation of holdings) |
|
(a) |
Amount Beneficially Owned: (as of February 22, 2017) |
| |
(1) |
Ebb Tide Investments Limited: 1,412,336 |
| |
(2) |
Magna Carta Life Insurance Ltd.: 1,412,336 |
| |
(3) |
HFD Family Trust: 1,412,336 |
|
(b) |
Percent of Class: |
| |
(1) |
Ebb Tide Investments Limited: 5.3% |
| |
(2) |
Magna Carta Life Insurance Ltd.: 5.3% |
| |
(3) |
HFD Family Trust: 5.3% |
|
c) |
Number of shares as to which such person has: |
| |
(i) |
sole power to vote or to direct the vote |
| |
(1) |
Ebb Tide Investments Limited: 0 |
| |
(2) |
Magna Carta Life Insurance Ltd.: 0 |
| |
(3) |
HFD Family Trust: 0 |
| |
(ii) |
shared power to vote or to direct the vote |
| |
(1) |
Ebb Tide Investments Limited: 1,412,336 |
| |
(2) |
Magna Carta Life Insurance Ltd.: 1,412,336 |
| |
(3) |
HFD Family Trust: 0 |
| |
(iii) |
sole power to dispose or to direct the disposition of |
| |
(1) |
Ebb Tide Investments Limited: 0 |
| |
(2) |
Magna Carta Life Insurance Ltd.: 0 |
| |
(3) |
HFD Family Trust: 0 |
| |
(iv) |
shared power to dispose or to direct the disposition
of |
| |
(1) |
Ebb Tide Investments Limited: 1,412,336 |
| |
(2) |
Magna Carta Life Insurance Ltd.: 1,412,336 |
| |
(3) |
HFD Family Trust: 1,412,336 |
5
|
Item 5. |
Ownership of Five Percent or Less of a Class. |
If
this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities check
the following [ ].
Not applicable.
|
Item 6. |
Ownership of More Than Five Percent on Behalf of Another
Person. |
Not applicable.
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or
Control Person. |
Not applicable.
|
Item 8. |
Identification and Classification of Members of the
Group. |
Not applicable.
|
Item 9. |
Notice of Dissolution of Group. |
Not applicable.
|
Item 10. |
Certifications. |
By
signing below I certify that, to the best of my knowledge
and
belief,
the securities referred to above were not acquired and are
not
held
for the purpose of or with the effect of changing or
influencing
the
control of the issuer of the securities and were not acquired
and
are
not held in connection with or as a participant in any
transaction
having
such purpose or effect.
6
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.
| | | |
| |
January 19, 2018 | |
| |
(Date) | |
| | | |
| | | |
| |
Ebb Tide Investments Limited | |
| | | |
| |
By: |
/s/ Millicent Clarke |
| |
Millicent Clarke, Director | |
| | | |
| |
Magna Carta Life Insurance Ltd. | |
| | | |
| |
By: |
/s/ Colin James |
| |
Colin James, Director | |
| | | |
| | | |
| |
HFD Family Trust | |
| | | |
| |
By: |
/s/ Rick J. Pielago |
| |
Rick J. Pielago, Protector | |
| | | |
7
EXHIBIT A TO
SCHEDULE 13G
The undersigned hereby agree that the attached Schedule 13G shall
be filed with the Securities and Exchange Commission on behalf of
each of the undersigned.
| | | |
| |
January 19, 2018 | |
| |
(Date) | |
| | | |
| | | |
| |
Ebb Tide Investments Limited | |
| | | |
| |
By: |
/s/ Millicent Clarke |
| |
Millicent Clarke, Director | |
| | | |
| |
Magna Carta Life Insurance Ltd. | |
| | | |
| |
By: |
/s/ Colin James |
| |
Colin James, Director | |
| | | |
| | | |
| |
HFD Family Trust | |
| | | |
| |
By: |
/s/ Rick J. Pielago |
| |
Rick J. Pielago, Protector | |
| | | |
8
EXHIBIT B TO
SCHEDULE 13G
HFD Family Trust (the “Trust”) owns a variable life
insurance policy (the “Policy”) issued by Magna Carta
Life Insurance Ltd., a Bermuda limited company
(“Magna”). Magna, indirectly through a wholly-owned
subsidiary, Ebb Tide Investments Limited, a Bahamas limited company
(“Ebb Tide”), makes investments with amounts paid by
the Trust under the Policy. The Trust has no power to direct voting
of the shares of General Finance Corporation (“GFC”)
held by Ebb Tide.
As of February 22, 2017, Ebb Tide directly held 1,412,336 shares of
GFC. Because the Trust may be deemed to have beneficial ownership
of 1,412,336 shares of GFC, which represents approximately 5.3% of
GFC's outstanding common stock.
Because Magna may be deemed to exercise voting and investment power
over holdings of Ebb Tide, Magna may be deemed to have beneficial
ownership of 1,412,336 shares of GFC's common stock held by Ebb
Tide, approximately 5.3% of GFC's outstanding common
stock.
The Trust disclaims any beneficial ownership in all of the shares
beneficially owned by Ebb Tide, and this report shall not be deemed
an admission by the Trust that such party is the beneficial owner
of such shares for purposes of Section 16 or any other
purpose.
9