Filing Details
- Accession Number:
- 0001654954-18-005861
- Form Type:
- 13D Filing
- Publication Date:
- 2018-05-24 12:47:53
- Filed By:
- Havner Ronald L Jr
- Company:
- General Finance Corp (NASDAQ:GFN)
- Filing Date:
- 2018-05-24
- 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 | 2,000 | 4,300,000 | 9,500 | 4,300,000 | 2,802,000 | 10.5% |
LeeAnn R. Havner | 9,500 | 4,300,000 | 0 | 4,300,000 | 2,809,500 | 10.5% |
The Havner Family Trust | 0 | 2,800,000 | 0 | 2,800,000 | 2,800,000 | 10.5% |
JCS Ventures II | 0 | 1,500,000 | 1,500,000 | 1,500,000 | 5.6% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 11) |
General Finance Corporation |
(Name
of Issuer) |
Common Stock |
(Title
of Class of Securities) |
369822101 |
(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) |
May 22, 2018 |
(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).
1
CUSIP
No. 369822101 | | |
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 2,000(1) | ||||
8 | SHARED
VOTING POWER 4,300,000(2)(3) | |||||
9 | SOLE
DISPOSITIVE POWER
2,000(1) | |||||
10 | SHARED
DISPOSITIVE POWER 4,300,000(2)(3) | |||||
11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,802,000(1)(2) | |||||
12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | | ||||
13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.5%(4) | |||||
14 | TYPE OF
REPORTING PERSON IN |
(1)
Ronald L. Havner,
Jr. ("Mr. Havner") holds 2,000 shares of General Finance
Corporation (the "Issuer") common stock ("Shares") in his
individual name.
(2)
Mr. Havner and his
wife, LeeAnn R. Havner ("Mrs. Havner"), are Co-Trustees of The
Havner Family Trust (the "Trust"). The Trust owns 2,800,000 Shares.
As a Co-Trustee of the Trust, Mr. Havner may be deemed to
beneficially own all of the Shares held by the Trust.
(3)
Mr. Havner and Mrs.
Havner are the Managers of JCS Ventures II, LLC, a Delaware limited
liability company ("JCS"). JCS owns 1,500,000 Shares. As a Manager
of JCS, Mr. Havner has shared voting and investment power with
respect to the Shares owned by JCS.
(4)
Mr. Havner
disclaims any beneficial ownership of the Shares owned by
JCS.
2
CUSIP
No. 369822101 | | |
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 9,500(1) | ||||
8 | SHARED
VOTING POWER 4,300,000(2)(3) | |||||
9 | SOLE
DISPOSITIVE POWER 9,500 | |||||
10 | SHARED
DISPOSITIVE POWER 4,300,000(2)(3) | |||||
11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,809,500(1)(2) | |||||
12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | | ||||
13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.5% (4) | |||||
14 | TYPE OF
REPORTING PERSON IN |
(1)
LeeAnn R. Havner
("Mrs. Havner") holds 9,500 Shares in her individual
name.
(2)
Mrs. Havner and her
husband Ronald L. Havner, Jr. ("Mr. Havner"), are Co-Trustees of
The Havner Family Trust (the "Trust"). The Trust owns 2,800,000
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)
Mr. and Mrs. Havner
are the Managers of JCS Ventures II, LLC, a Delaware limited
liability company ("JCS"). JCS owns 1,500,000 Shares. As a Manager
of JCS, Mrs. Havner has shared voting and investment power with
respect to the Shares owned by JCS.
(4)
Mrs. Havner
disclaims any beneficial ownership of the Shares owned by
JCS.
3
CUSIP
No. 369822101 | | |
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 2,800,000 (1) | |||||
9 | SOLE
DISPOSITIVE POWER 0 | |||||
10 | SHARED
DISPOSITIVE POWER 2,800,000 (1) | |||||
11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,800,000 | |||||
12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | | ||||
13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.5% | |||||
14 | TYPE OF
REPORTING PERSON OO |
(1)
The Trust owns
2,800,000 Shares. Ronald L. Havner, Jr. and his wife, LeeAnn R.
Havner, are the Co-Trustees of the Trust.
4
CUSIP
No. 369822101 | | |
1 | NAMES
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
JCS
Ventures II, LLC FEIN
– 46-1451980 | ||||||
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 Delaware | |||||
NUMBER
OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 7 | SOLE
VOTING POWER 0 | ||||
8 | SHARED
VOTING POWER 1,500,000(1) | |||||
9 | SOLE
DISPOSITIVE POWER 0 | |||||
10 | SHARED
DISPOSITIVE POWER 1,500,000(1) | |||||
11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,500,000 | |||||
12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | | ||||
13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% | |||||
14 | TYPE OF
REPORTING PERSON OO |
(1)
JCS Ventures II,
LLC ("JCS") owns 1,500,000 Shares. Ronald L. Havner, Jr. and his
wife, LeeAnn R. Havner ("Mr. and Mrs. Havner"), are the Managers of
JCS and, as such, have shared voting and investment power with
respect to the Shares owned by JCS. The Havner Family Trust
contributed the 1,500,000 shares to JCS and then assigned its
membership interests in JCS to the Trustees of three Delaware
trusts. Each of Mr. and Mrs. Havner's three children is a
beneficiary of one of the Delaware trusts. Mr. and Mrs. Havner
disclaim any beneficial interest in the Shares owned by
JCS.
5
CUSIP
No. 369822101 | | |
SCHEDULE
13D
Item 1. |
Security and Issuer |
This Amendment No. 11
("Amendment") amends and supplements the Statement on Schedule
13D originally filed on February 9, 2007, as amended by that
certain Schedule 13D/A dated June 2, 2008, that certain Schedule
13D/A dated October 1, 2008, that certain Schedule 13D/A dated June
25, 2010, that certain Schedule 13D/A dated December 20, 2012, that
certain Schedule 13D/A dated December 14, 2016, that certain
Schedule 13D/A dated January 10, 2017, that certain Schedule 13D/A
filed on August 22, 2017, that certain Schedule 13D/A filed on
November 22, 2017 and that certain Schedule 13D/A filed on April 5,
2018 (collectively, the "Schedule 13D") of JCS, Mr. Havner, Mrs.
Havner and the Trust. The securities to which this Amendment
relates are shares of Common Stock, par value of $.0001 per share
(the "Shares") 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. Except as set forth herein this Amendment does not modify
any of the information previously reported in the Schedule 13D.
Unless otherwise indicated, all capitalized terms have the meanings
ascribed to them in the Schedule 13D.
Item 2. |
Identity and Background |
This
statement is being filed jointly by Ronald L. Havner, Jr. ("Mr.
Havner"), LeeAnn R. Havner ("Mrs. Havner"), The Havner Family Trust
(the "Trust"), and JCS Ventures II, LLC ("JCS") (collectively, the
"Reporting Persons"). Neither the present filing nor anything
contained herein shall be construed as an admission that JCS, 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 JCS, 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 and the Managers of JCS. 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.
JCS
is a Delaware limited liability company.
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 |
Item
3 is hereby supplemented and updated as follows:
The
Reporting Persons have used Mr. and Mrs. Havner's personal funds to
acquire additional Shares, including as described in Item 5 below,
in the amount of approximately $3,079,782.
6
CUSIP No.
369822101
Item 4. |
Purpose of Transaction |
Item
4 is hereby supplemented and updated as follows:
The
Reporting Persons 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 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 |
Item
5 is hereby supplemented and updated as follows:
During the last 60 days, the Trust has acquired
additional Shares on the open market as set forth in Exhibit
A hereto.
The
percentages of beneficial ownership set forth in this Amendment for
each of the Reporting Persons have been determined based on the
26,757,054 Shares outstanding as of May 4, 2018, as reported in the
Issuer's Form 10-Q filed on May 9, 2018.
Mr.
Havner.
(i) Mr.
Havner may be deemed to beneficially own 4,302,000 Shares
representing approximately 16.1% of the outstanding common stock of
the Issuer. Mr. Havner is a Co-Trustee of the Trust and a Manager
of JCS. The Trust holds 2,800,000 Shares (the "Trust's Shares").
JCS holds 1,500,000 Shares (the "JCS Shares"). Mr. Havner holds
2,000 Shares in his individual name.
(ii)
Mr. Havner has the sole power to vote or direct the vote, and to
dispose or to direct the disposition, with respect to 2,000 Shares
held in his individual name.
(iii)
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.
(iv)
As Managers of JCS, 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 JCS Shares. Mr. Havner disclaims any beneficial
ownership of the JCS Shares.
7
CUSIP No.
369822101
Mrs.
Havner.
(i) Mrs. Havner may be deemed to beneficially
own 4,309,500 Shares
representing approximately 16.1% of the outstanding common stock of
the Issuer. Mrs. Havner is a Co-Trustee of the Trust and a Manager
of JCS. Mrs. Havner holds 9,500 Shares in her individual
name.
(ii)
Mrs. Havner has the sole power to vote or direct the vote, and to
dispose or to direct the disposition, with respect to 9,500 Shares
held in her individual name.
(iii)
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.
(iv)
As Managers of JCS, 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 JCS Shares. Mrs. Havner disclaims any beneficial
ownership of the JCS Shares.
The
Trust.
(i) The Trust may be deemed to beneficially own
2,800,000 Shares representing
approximately 10.5% of the outstanding common stock of the
Issuer.
(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.
JCS.
(i) JCS may be deemed to beneficially own
1,500,000 Shares representing
approximately 5.6% of the outstanding common stock of the
Issuer.
(ii)
Mr. and Mrs. Havner, as Managers of JCS, share the power to vote or
direct the vote, and to dispose or to direct the disposition, with
respect to the JCS Shares. Mr. and Mrs. Havner disclaim any
beneficial ownership of the JCS Shares.
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)
8
CUSIP
No. 369822101 | | |
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: |
May 22, 2018 | | | | | |
| | | | | | |
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 | | | | | |
JCS VENTURES II, LLC,
a Delaware limited liability company
Signature: |
/s/ LeeAnn R. Havner | | | | | |
| | | | | | |
Name: |
LeeAnn R. Havner | | | | | |
Title: |
Manager | | | | | |
| | | | | | |
Signature: |
/s/ Ronald L. Havner, Jr. | | | | | |
| | | | | | |
Name: |
Ronald L. Havner, Jr. | | | | | |
Title: |
Manager | | | | | |
9
CUSIP
No. 369822101 | | |
EXHIBIT A
GENERAL FINANCE CORP | |||
Date |
Number of Shares |
Average Price Per Share |
Total Purchase Price |
04/09/2018 | 20,000 | $7.60 | $152,000 |
04/10/2018 | 20,000 | $7.72 | $154,429 |
04/11/2018 | 20,000 | $7.98 | $159,562 |
05/09/2018 | 25,000 | $9.90 | $247,512 |
05/10/2018 | 5,000 | $10.05 | $50,250 |
05/11/2018 | 5,000 | $10.33 | $51,664 |
05/14/2018 | 5,000 | $10.50 | $52,500 |
05/15/2018 | 5,000 | $10.60 | $53,000 |
05/17/2018 | 10,000 | $10.73 | $107,283 |
05/18/2018 | 4,800 | $10.85 | $52,078 |
05/20/2018 | 82,524 | $10.98 | $905,804 |
05/22/2018 | 97,676 | $11.20 | $1,093,697 |
10