Filing Details
- Accession Number:
- 0001654954-18-000594
- Form Type:
- 13G Filing
- Publication Date:
- 2018-01-19 20:01:41
- Filed By:
- Olowalu Holdings Llc
- Company:
- General Finance Corp (NASDAQ:GFN)
- Filing Date:
- 2018-01-22
- 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 |
|---|---|---|---|---|---|---|
| Olowalu Holdings | 2,438,224 | 9.1% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities and Exchange Act of 1934
(Amendment No. 4)*
| 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) |
Olowalu Holdings, LLC (FEIN: 74-3050654).
US Commonwealth Life A.I.
The Ronald Valenta Irrevocable Life Insurance Trust No.
1.
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| |
(a) | ☐ |
| |
(b) | ☒ |
|
3. |
SEC USE ONLY |
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
Olowalu Holdings, LLC, is a Hawaiian limited liability
company.
US Commonwealth Life A.I., is a Puerto Rican company.
The Ronald Valenta Irrevocable Life Insurance Trust No. 1., is a
California trust.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
5. |
SOLE VOTING POWER* |
| |
(i) |
Olowalu Holdings, LLC: 0 |
| |
(ii) |
US Commonwealth Life A.I.: 0 |
| |
(iii) |
The Ronald Valenta Irrevocable Life Insurance Trust No. 1:
0 |
|
6. |
SHARED VOTING POWER* |
| |
(i) |
Olowalu Holdings, LLC: 2,438,224 |
| |
(ii) |
US Commonwealth Life A.I.: 2,438,224 |
| |
(iii) |
The Ronald Valenta Irrevocable Life Insurance Trust No. 1:
0 |
|
7. |
SOLE DISPOSITIVE POWER* |
| |
(i) |
Olowalu Holdings, LLC: 0 |
| |
(ii) |
US Commonwealth Life A.I.: 0 |
| |
(iii) |
The Ronald Valenta Irrevocable Life Insurance Trust No. 1:
0 |
2
|
8. |
SHARED DISPOSITIVE POWER* |
| |
(i) |
Olowalu Holdings, LLC: 2,438,224 |
| |
(ii) |
US Commonwealth Life A.I.: 2,438,224 |
| |
(iii) |
The Ronald Valenta Irrevocable Life Insurance Trust No. 1: 2,438,224 |
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
2,438,224 *
|
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 |
9.1%
|
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: |
Olowalu Holdings, LLC.
US Commonwealth Life A.I.
The Ronald Valenta Irrevocable Life Insurance Trust No.
1.
|
Item 2(b). |
Address of Principal Business Office, or if None,
Residence: |
The address of Olowalu Holdings, LLC is 28633 South Western Ave.
#201, Rancho Palos Verdes, CA 90275.
The address of US Commonwealth Life A.I. is Aon Center, 304 Ponce
de Leon Avenue, Suite 100, San Juan, Puerto Rico
00919-1229.
The address of The Ronald Valenta Irrevocable Life Insurance Trust
No. 1 is 28633 South Western Ave. #201, Rancho Palos Verdes, CA
90275.
|
Item 2(c). |
Citizenship: |
Olowalu Holdings, LLC, is a Hawaiian limited liability
company.
US Commonwealth Life A.I., is a Puerto Rican company.
The Ronald Valenta Irrevocable Life Insurance Trust No. 1, is a
California 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 January 19, 2018) |
| |
(1) |
Olowalu Holdings, LLC: 2,438,224 |
| |
(2) |
US Commonwealth Life A.I.: 2,438,224 |
| |
(3) |
The Ronald Valenta Irrevocable Life Insurance Trust No. 1: 2,438,224 |
|
(b) |
Percent of Class: |
| |
(1) |
Olowalu Holdings, LLC: 9.1% |
| |
(2) |
US Commonwealth Life A.I.: 9.1% |
| |
(3) |
The Ronald Valenta Irrevocable Life Insurance Trust No. 1:
9.1% |
|
c) |
Number of shares as to which such person has: |
| |
(i) |
sole power to vote or to direct the vote |
| |
(1) |
Olowalu Holdings, LLC: 0 |
| |
(2) |
US Commonwealth Life A.I.: 0 |
| |
(3) |
The Ronald Valenta Irrevocable Life Insurance Trust No. 1:
0 |
| |
(ii) |
shared power to vote or to direct the vote |
| |
(1) |
Olowalu Holdings, LLC: 2,438,224 |
| |
(2) |
US Commonwealth Life A.I.: 2,438,224 |
| |
(3) |
The Ronald Valenta Irrevocable Life Insurance Trust No. 1:
0 |
| |
(iii) |
sole power to dispose or to direct the disposition of |
| |
(1) |
Olowalu Holdings, LLC: 0 |
| |
(2) |
US Commonwealth Life A.I.: 0 |
| |
(3) |
The Ronald Valenta Irrevocable Life Insurance Trust No. 1:
0 |
| |
(iv) |
shared power to dispose or to direct the disposition
of |
| |
(1) |
Olowalu Holdings, LLC: 2,438,224 |
| |
(2) |
US Commonwealth Life A.I.: 2,438,224 |
| |
(3) |
The Ronald Valenta Irrevocable Life Insurance Trust No. 1: 2,438,224 |
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) | |
| | | |
| | | |
| |
Olowalu Holdings, LLC | |
| | | |
| |
By: |
/s/ Marc Perez |
| |
Marc Perez, Manager | |
| | | |
| |
US Commonwealth Life A.I. | |
| | | |
| |
By: |
/s/ Colin Murdoch-Muirhead |
| |
Colin Murdoch-Muirhead, Director | |
| | | |
| | | |
| |
The Ronald Valenta Irrevocable Life Insurance
Trust No. 1 | |
| | | |
| |
By: |
/s/ Rick Pielago |
| |
Rick Pielago, Trustee | |
| | | |
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) | |
| | | |
| | | |
| |
Olowalu Holdings, LLC | |
| | | |
| |
By: |
/s/ Marc Perez |
| |
Marc Perez, Manager | |
| | | |
| |
US Commonwealth Life A.I. | |
| | | |
| |
By: |
/s/ Colin Murdoch-Muirhead |
| |
Colin
Murdoch-Muirhead, Director | |
| | | |
| | | |
| |
The Ronald Valenta Irrevocable Life Insurance
Trust No. 1 | |
| | | |
| |
By: |
/s/ Rick Pielago |
| |
Rick Pielago, Trustee | |
| | | |
8
EXHIBIT B TO
SCHEDULE 13G
The Ronald Valenta Irrevocable Life Insurance Trust No. 1 (the
“Trust”) owns a variable life insurance policy (the
“Policy”) issued by US Commonwealth Life A.I., a Puerto
Rican company (“USC”). USC, indirectly through another
wholly-owned subsidiary, Yagona Investments Limited (BAH) Company,
a Bahamian company, owns 100% of the shares of Olowalu Holdings,
LLC, a Hawaiian limited liability company
(“Olowalu”).
Olowalu makes investments at the direction of the Trust 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 Olowalu.
As of January 19, 2018, USC directly held 1,542,265 shares of GFC,
and Olowalu directly held 895,959 shares of GFC. Because the Trust
may be deemed to exercise investment power of the shares of GFC
owned by Olowalu, the Trust may be deemed to have beneficial
ownership of
2,438,224 shares of GFC which includes 895,959 shares of GFC
held by Olowalu, which combined represents approximately 9.1% of
GFC's outstanding common stock.
The Trust disclaims any beneficial ownership in all of the shares
beneficially owned by Olowalu, 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