SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Mourouzis Theodore M.
(Last) (First) (Middle)
9155 HARRISON PARK COURT
(Street)
INDIANAPOLIS IN 46216
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
General Finance CORP [ GFN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President of Pac-Van, Inc.
3. Date of Earliest Transaction (Month/Day/Year)
03/26/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/26/2012 P 500 A $2.79 342,208 I Purchase for Minor Child A's Account
Common Stock 03/26/2012 P 19 A $2.76 342,227 I Purchase for Minor Child B's Account
Common Stock 03/27/2012 P 800 A $2.82 343,027 I Purchase for Minor Child B's Account
Common Stock 03/27/2012 P 1,400 A $2.82 344,427 I Purchase for Minor Child C's Account
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $6.4 10/01/2008 A 125,000(1) 10/01/2009 10/01/2018 Common Stock 125,000 $0 125,000 D
Stock Option (Right to Buy) $1.28 01/26/2010 A 30,000(2) 06/30/2011 01/26/2020 Common Stock 30,000 $0 155,000 D
Warrants $4 06/25/2010 A 89,245(3) 06/25/2010 06/25/2013 Common Stock 44,622 $0 199,622 D
Stock Option (Right to Buy) $1.06 09/15/2010 A 27,000(4) 06/30/2014 09/15/2020 Common Stock 27,000 $0 226,622 D
Stock Option (Right to Buy) $3 06/23/2011 A 27,000(5) 09/30/2014 06/23/2021 Common Stock 27,000 $0 253,622 D
Explanation of Responses:
1. Of the total 125,000 stock options (a) 50,000 stock options will vest in five equal installments beginning on October 1, 2009, provided that the employee is employed as of each such anniversary and (b) 15,000 stock options will be eligible for vesting upon the attainment of performance criteria on the first anniversary of the date audited financial statements are approved by the audit committee for fiscal year 2009, with 15,000 stock options eligible for vesting on each of the four succeeding fiscal years on the first anniversary of the date audited financial statements are approved by the audit committee for applicable fiscal year.
2. Stock option vests on the following date if (a)General Finance Corporation, without consolidation of Pac-Van and Royal Wolf, incurs no more than $2.288 million of expenses for the fiscal year ended June 30, 2012, and (b) if General Finance Corporation and its subsidiaries remain throughout fiscal year 2010 in compliance with the covenants governing all of their indebtedness: the first anniversary of the date that the Audit Committee approves the consolidated financial statements of General Finance Corporation for the fiscal year ended June 30, 2010.
3. These warrants were issued as a component of Units that were issued as of June 25, 2010 pursuant to the rights offering of General Finance Corporation.
4. See attached document "rider.txt" for explanation of Footnote 4.
5. See attached document "rider2.txt" for explanation of Footnote 5.
Christopher A. Wilson, attorney-in-fact for Theodore M. Mourouzis 03/27/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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