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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
General Finance CORP [ GFN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/19/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 06/12/2013 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 06/19/2014 | A | 8,000(1) | A | $0 | 69,950 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | $9.05 | 12/14/2007 | A | 225,000 | 12/14/2008 | 12/14/2017 | Common Stock | 225,000 | $0 | 225,000 | D | ||||
Stock Option (Right to Buy) | $1.28 | 01/26/2010 | A | 20,000 | 06/30/2011 | 01/26/2020 | Common Stock | 20,000 | $0 | 245,000 | D | ||||
Stock Option (Right to Buy) | $1.06 | 09/15/2010 | A | 30,000(2) | 06/30/2014 | 09/15/2020 | Common Stock | 30,000 | $0 | 275,000 | D | ||||
Stock Option (Right to Buy) | $3 | 08/25/2011 | A | 30,000(3) | 09/30/2014 | 06/23/2021 | Common Stock | 30,000 | $0 | 305,000 | D | ||||
Stock Option (Right to Buy) | $3.15 | 06/07/2012 | A | 30,000(4) | 09/30/2015 | 06/07/2022 | Common Stock | 30,000 | $0 | 335,000 | D | ||||
Stock Option (Right to Buy) | $4.43 | 06/07/2013 | A | 20,000(5) | 06/07/2014 | 06/07/2023 | Common Stock | 20,000 | $0 | 355,000 | D |
Explanation of Responses: |
1. The restricted stock vests in two years upon the attainment of EBITDA and Return of Capital goals as of the second anniversary of the date of grant and the reporting person being employed by the issuer on the second anniversary of the date of grant. |
2. 100% of Options vest 3 months 1 year after: (a) Committee receives audited financial statements for the fiscal year (FY) ending 6/30/13 of GFN, GFN North America Corp. & GFN US Australasia Holdings, Inc. and (b) the CEO certifies that (i) total Adjusted EBITDA for the 3 FYs ending 6/30/13 equals or exceeds US$114 million (Target EBITDA), assuming a currency conversion rate (Currency Conversion Rate) of 1A$:0.8567US$ (Target Conversion Rate) and (ii) total debt is less than US $147MM (the Target Debt Level). If the Currency Conversion Rate as of 6/30/14 is less or greater than the Target Conversion Rate, Target EBITDA shall be decreased or increased. If total debt as of 6/30/13 is less than the Target Debt Level, Target Debt Level shall be shall be decreased (if the following product is positive) or increased (if the following product is negative) by the product of (i) the difference between actual total Adjusted EBITDA for the 3 FYs ending on 6/30/13 & Target EBITDA and (ii) US$5. |
3. 100% of Options vest 3 months after: (a) Committee receives audited financial statements for the fiscal year (FY) ending 6/30/14 of GFN, GFN North America Corp. & GFN US Australasia Holdings, Inc. and (b) the CEO certifies that (i) total Adjusted EBITDA for the 3 FYs ending 6/30/14 equals or exceeds US$160 million (Target EBITDA), assuming a currency conversion rate (Currency Conversion Rate) of 1A$:1US$ (Target Conversion Rate) and (ii) total debt is less than US $98MM (the Target Debt Level). If the Currency Conversion Rate as of 6/30/14 is less or greater than the Target Conversion Rate, Target EBITDA shall be decreased or increased. If total debt as of 6/30/14 is less than the Target Debt Level, Target Debt Level shall be shall be decreased (if the following product is positive) or increased (if the following product is negative) by the product of (i) the difference between actual total Adjusted EBITDA for the 3 FYs ending on 6/30/14 & Target EBITDA and (ii) US$5. |
4. 100% of Options vest 3 months after: (a) Committee receives audited financial statements for the fiscal year (FY) ending 6/30/15 of GFN, GFN North America Corp. & GFN US Australasia Holdings, Inc. and (b) the CEO certifies that (i) total Adjusted EBITDA for the 3 FYs ending 6/30/15 equals or exceeds US$195.6 million (Target EBITDA), assuming a currency conversion rate (Currency Conversion Rate) of 1A$:1US$ (Target Conversion Rate) and (ii) total debt is less than US $193MM (the Target Debt Level). If the Currency Conversion Rate as of 6/30/15 is less or greater than the Target Conversion Rate, Target EBITDA shall be decreased or increased. If total debt as of 6/30/15 is less than the Target Debt Level, Target Debt Level shall be shall be decreased (if the following product is positive) or increased (if the following product is negative) by the product of (i) the difference between actual total Adjusted EBITDA for the 3 FYs ending on 6/30/15 & Target EBITDA and (ii) US$5. |
5. Stock option vests in three equal installments on each of the first three anniversaries of the grant date. Vesting of the award will cease if employee ceases to be employed by the Company or its affiliates on or prior to any of the three anniversary dates (subject to any employment agreement between employee and the Company.) |
Christopher A Wilson, attorney-in-fact for Ronald F. Valenta | 06/20/2014 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |