0001144204-17-002296.txt : 20170117 0001144204-17-002296.hdr.sgml : 20170116 20170117060854 ACCESSION NUMBER: 0001144204-17-002296 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170117 DATE AS OF CHANGE: 20170117 GROUP MEMBERS: RS PROPERTIES I LLC GROUP MEMBERS: SHERLEIGH ASSOCIATES INC. PROFIT SHARING PLAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: General Finance CORP CENTRAL INDEX KEY: 0001342287 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81724 FILM NUMBER: 17529066 BUSINESS ADDRESS: STREET 1: 39 EAST UNION STREET CITY: PASADENA STATE: CA ZIP: 91103 BUSINESS PHONE: 626-584-9722 MAIL ADDRESS: STREET 1: 39 EAST UNION STREET CITY: PASADENA STATE: CA ZIP: 91103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SILVER JACK CENTRAL INDEX KEY: 0000922714 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 660 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10021 SC 13G 1 v456941_sc13g.htm SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)*

GENERAL FINANCE CORPORATION

(Name of Issuer)

Common Stock

(Title of Class of Securities)

369822101

(CUSIP Number)

December 31, 2016

(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)

x 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.

CUSIP No. 369822101

1	NAME OF REPORTING PERSON JACK SILVER
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x (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 1,304,088
		6	SHARED VOTING POWER
		7	SOLE DISPOSITIVE POWER 1,304,088
		8	SHARED DISPOSITIVE POWER
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,304,088
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES				¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.0%
12	TYPE OF REPORTING PERSON IN

CUSIP No. 369822101

1	NAME OF REPORTING PERSON sherleigh associates inc. profit sharing plan
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x (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 539,088
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 539,088
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 539,088
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES				¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.1%
12	TYPE OF REPORTING PERSON EP

CUSIP No. 369822101

1	NAME OF REPORTING PERSON rs properties i LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 29,320
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 29,320
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,320
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES				¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1%
12	TYPE OF REPORTING PERSON PN

CUSIP No. 369822101

Item 1.

(a)

Name of Issuer:

General Finance Corporation

(b)

Address of Issuer’s Principal Executive Offices:

39 East Union Street

Pasadena, CA 91103

Item 2.

(a)

Name of Person Filing:

Jack Silver

Sherleigh Associates Inc. Profit Sharing Plan

RS Properties I LLC

(b)

Address of Principal Business Office or, if none, Residence:

80 Columbus Circle PH76A

New York, NY 10023

(c)

Citizenship:

United States

(d)

Title of Class of Securities:

Common Stock

(e)

CUSIP Number:

369822101

CUSIP No. 369822101

Item 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

(a) ¨ Broker or Dealer registered under Section 15 of the Act

(b) ¨ Bank as defined in section 3(a)(6) of the Act

(d) ¨ Investment Company registered under section 8 of the Investment Company Act of 1940

(e) ¨ Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E)

(f) ¨ Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F)

(g) ¨ Parent Holding Company or Control Person, in accordance with Rule 13d-1(b)(1)(ii)(G)

(h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act

(i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940

(j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J)

(k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K)

CUSIP No. 369822101

Item 4. Ownership.

(a) – (c)

As of the date hereof, the reporting persons beneficially owned, in the aggregate, 1,333,408 shares of common stock of General Finance Corporation (the “Common Stock”) representing 5.1% of the outstanding common stock, based on 26,288,108 shares of Common Stock outstanding as reported in the issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2016. Such shares of Common Stock include (a) 765,000 shares held by Jack Silver, (b) 539,088 shares held by Sherleigh Associates Inc. Profit Sharing Plan, a trust of which Mr. Silver is the trustee, and (c) 29,320 shares held by RS Properties I LLC.

Mr. Silver has the sole voting and dispositive power with respect to 1,304,088 shares of Common Stock held by Mr. Silver and Sherleigh Associates Inc. Profit Sharing Plan.

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 ¨.

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.

CUSIP No. 369822101

Item 8. Identification and Classification of Members of the Group.

A “group,” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or Rule 13d-5(b)(1) thereunder, may have been formed that includes, Jack Silver and RS Properties I LLC.

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 such purposes or effect, other than activities solely in connection with a nomination under Rule 14a-11.

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.

	January 13, 2017
	Date

	/s/ Jack Silver
	Jack Silver

	Sherleigh Associates Inc. Profit Sharing Plan

	By:	/s/ Jack Silver
	Name: Jack Silver
	Title: Trustee

	RS Properties I LLC

	By:	/s/ Jesse Kohn
	Name: Jesse Kohn
	Title: Manager