-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ByYaMtLxnS7EkWmPjA53inccsP/ofwgc+VswRy3QV/6tVaCcSsF1fmhfIJAcHmru JF2kLrE/XgA566ko5sSzMw== 0000905718-07-000287.txt : 20070914 0000905718-07-000287.hdr.sgml : 20070914 20070914161626 ACCESSION NUMBER: 0000905718-07-000287 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070914 DATE AS OF CHANGE: 20070914 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GALLEN JONATHAN CENTRAL INDEX KEY: 0001069726 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 2128912132 MAIL ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: General Finance CORP CENTRAL INDEX KEY: 0001342287 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81724 FILM NUMBER: 071117904 BUSINESS ADDRESS: STREET 1: 260 S. LOS ROBLES #217 CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 626-795-0040 MAIL ADDRESS: STREET 1: 260 S. LOS ROBLES #217 CITY: PASADENA STATE: CA ZIP: 91101 SC 13G/A 1 genfinanceam2.txt SC13GAM2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2) Under the Securities Exchange Act of 1934 General Finance Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.0001 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 369822101 - -------------------------------------------------------------------------------- (CUSIP Number) September 11, 2007 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: [ ] Rule 13d-1(b) [X] 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 ("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. 369822101 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): Jonathan Gallen - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) ____ (b) ____ - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Citizenship or Place of Organization: United States - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With (5) Sole Voting Power: 1,750,000* ------------------------------------- (6) Shared Voting Power: 0 ------------------------------------- (7) Sole Dispositive Power: 1,755,000* ------------------------------------- (8) Shared Dispositive Power: 0 ------------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,755,000* - -------------------------------------------------------------------------------- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): N/A - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 15.9%* - -------------------------------------------------------------------------------- (12) Type of Reporting Person (See Instructions): IA, IN - -------------------------------------------------------------------------------- * As of September 11, 2007, Queequeg Partners, L.P. ("Partners"), Queequeg Ltd. ("Limited"), Ahab Partners, L.P. ("Ahab"), Ahab International, Ltd. ("International") and various private investment accounts (the "Accounts," and collectively with Partners, Limited, Ahab and International, the ("Funds")) held in the aggregate 1,250,000 shares of common stock, par value $0.0001 per share (the "Shares"), of General Finance Corporation, and warrants to purchase up to 505,000 Shares, which are exercisable within sixty (60) days of September 11, 2007. Jonathan Gallen possesses the sole power to vote and the sole power to direct the disposition of 1,250,000 Shares and warrants to purchase up to 500,000 Shares held by Partners, International, Queequeg and Limited. In addition, Mr. Gallen possesses the sole power to direct the disposition of warrants to purchase up to 5,000 Shares held by the Accounts. Accordingly, for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Gallen is deemed to beneficially own 1,755,000 Shares, or 15.9% of the Shares deemed issued and outstanding as of September 11, 2007. Item 1(a). Name Of Issuer: General Finance Corporation Item 1(b). Address of Issuer's Principal Executive Offices: 260 South Los Robles, Suite 217, Pasadena, CA 91101 Item 2(a). Name of Person Filing: Jonathan Gallen* Item 2(b). Address of Principal Business Office or, if None, Residence: 299 Park Avenue, 17th Floor, New York, New York 10171 Item 2(c). Citizenship: United States Item 2(d). Title of Class of Securities: Common Stock, $0.0001 par value per share Item 2(e). CUSIP No.: 369822101 Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a: Not applicable. Item 4. Ownership (a) Amount Beneficially Owned (as of September 11, 2007): 1,755,000* (b) Percent of Class (as of September 11, 2007): 15.9%* (c) Number of Shares as to which the person has: (i) sole power to vote or to direct the vote 1,750,000* (ii) shared power to vote or to direct the vote 0 (iii) sole power to dispose or to direct the disposition of 1,755,000* (iv) shared power to dispose or to direct the disposition of 0 - --------------------------- * As of September 11, 2007, Queequeg Partners, L.P. ("Partners"), Queequeg Ltd. ("Limited"), Ahab Partners, L.P. ("Ahab"), Ahab International, Ltd. ("International") and various private investment accounts (the "Accounts," and collectively with Partners, Limited, Ahab and International, the ("Funds")) held in the aggregate 1,250,000 shares of common stock, par value $0.0001 per share (the "Shares"), of General Finance Corporation, and warrants to purchase up to 505,000 Shares, which warrants are exercisable within sixty (60) days of September 11, 2007. Jonathan Gallen possesses the sole power to vote and the sole power to direct the disposition of 1,250,000 Shares and warrants to purchase up to 500,000 Shares held by Partners, International, Queequeg and Limited. In addition, Mr. Gallen possesses the sole power to direct the disposition of warrants to purchase up to 5,000 Shares held by the Accounts. Accordingly, for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Gallen is deemed to beneficially own 1,755,000 Shares, or 15.9% of the Shares deemed issued and outstanding as of September 11, 2007. Item 5. Ownership of Five Percent or Less of a Class 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. Certification 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 that purpose or effect. 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. September 14, 2007 /s/ Jonathan Gallen ------------------------------------------ Jonathan Gallen, in his capacity as the investment manager for Queequeg Partners, L.P., Queequeg, Ltd., Ahab Partners, L.P., Ahab International, Ltd., and the Accounts Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) -----END PRIVACY-ENHANCED MESSAGE-----