0001530243-21-000002.txt : 20210526
0001530243-21-000002.hdr.sgml : 20210526
20210526172421
ACCESSION NUMBER: 0001530243-21-000002
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20210525
FILED AS OF DATE: 20210526
DATE AS OF CHANGE: 20210526
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kluckman Jeffrey A
CENTRAL INDEX KEY: 0001530243
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32845
FILM NUMBER: 21967513
MAIL ADDRESS:
STREET 1: 39 EAST UNION STREET
CITY: PASADENA
STATE: CA
ZIP: 91103
ISSUER:
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
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
4
1
form.xml
FORM 4
X0306
4
2021-05-25
1
0001342287
General Finance CORP
GFN
0001530243
Kluckman Jeffrey A
39 EAST UNION STREET
PASADENA
CA
91103
0
1
0
0
Executive Vice President
Common Stock
2021-05-25
4
D
0
148613
19
D
0
D
Common Stock (Right to Buy)
2021-05-25
4
D
0
175000
0
D
Common Stock
175000
0
D
This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 15, 2021, by and among General Finance Corporation (the "Company"), United Rentals (North America), Inc., ("Parent"), and UR Merger Sub VI Corporation ("Merger Sub"), pursuant to which the Company became a direct wholly owned subsidiary of Parent (the "Merger") on May 25, 2021 (the "Effective Time"). At the Effective Time, all of the issued and outstanding shares of the Company's common stock, par value $0.0001 per share (the "Shares") were cancelled and converted into a right to receive $19.00 in cash (the "Merger Consideration") without interest and subject to applicable withholding taxes.
At the Effective Time, all Company Options whether vested or unvested, were cancelled and each holder of such Company Option was entitled to receive (without interest), an amount in cash equal to the product of (x) the number of Shares subject to such Company Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of (A) the Offer Price of $19.00 over (B) the exercise price per Share of such Company Option, less applicable Taxes required to be withheld with respect to such payment.
Christopher A. Wilson, attorney-in-fact for Jeffrey A. Kluckman
2021-05-26
EX-24
2
kluckman.txt
EXHIBIT 24
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes
and appoints Christopher A. Wilson the undersigned's true and lawful
attorney-in-fact to:
(1) prepare, execute in the undersigned's name and on the undersigned's
behalf, and submit to the U.S. Securities and Exchange Commission (the
"SEC") a Form ID, including amendments thereto, and any other documents
necessary or appropriate to obtain codes and passwords enabling the
undersigned to make electronic filings with the SEC of reports required
by Section 16(a) of the Securities Exchange Act of 1934 or any rule or
regulation of the SEC;
(2) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of General Finance Corporation
(the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of
the Securities Exchange Act of 1934 and the rules thereunder;
(3) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5, complete and execute any amendment or amendments thereto,
and timely file such form with the SEC and any stock exchange or similar
authority; and
(4) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions
as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this power of attorney
and the rights and powers herein granted. The undersigned acknowledges that
the foregoing attorney-in-fact, in serving in such capacity at the request
of the undersigned, is not assuming, nor is the Company assuming, any of
the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 16th day of September 2011.
/s/ Jeffrey A. Kluckman
Name: Jeffrey A. Kluckman