SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
(Rule 13d-101)
information to be included in statements filed pursuant
to rules 13d-1(a) and amendments thereto filed
pursuant to rule 13d-2(a)1
| GENERAL FINANCE CORPORATION |
(Name of Issuer) |
| Common Stock |
(Title of Class of Securities) |
| 369822101 |
(CUSIP Number) |
| Neil Gagnon, 1370 Avenue of the Americas, 24th Floor, New York, NY 10019, (212) 554-5000 |
(Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications) |
| January 22, 2013 |
| (Date of Event Which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ X ]
Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
1 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 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 | 13D/A | Page 2 of 7 Pages |
| 1. |
names of reporting persons i.r.s. identification no. of above persons (entities only) GAGNON SECURITIES LLC |
| 2. | check the appropriate box if a group* |
| (a) £ | |
| (b) S | |
| 3. | sec use only |
| 4. | sources of funds OO (Funds from Investment Advisory Clients). |
| 5. | check box if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e) £ |
| 6. | citizenship or place of organization DELAWARE LIMITED LIABILITY COMPANY |
| number
of shares |
7. | sole voting power | 0 |
| beneficially owned by |
8. | shared voting power | 3,502,981 |
| each reporting |
9. | sole dispositive power | 0 |
| person with | 10. | shared dispositive power | 3,502,981 |
| 11. | aggregate amount beneficially owned by each reporting person 3,502,981 |
| 12. | check box if the aggregate amount in row (11) excludes certain shares * £ |
| 13. | percent of class represented by amount in row 11 15.48% |
| 14. | type of reporting person* IA, BD |
| CUSIP No. 369822101 | 13D/A | Page 3 of 7 Pages |
| 1. |
names of reporting persons i.r.s. identification no. of above persons (entities only) NEIL GAGNON |
| 2. | check the appropriate box if a group* |
| (a) £ | |
| (b) S | |
| 3. | sec use only |
| 4. | sources of funds PF, AF, OO (Funds from Investment Advisory Clients). |
| 5. | check box if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e) £ |
| 6. | citizenship or place of organization UNITED STATES OF AMERICA |
| number
of shares |
7. | sole voting power | 2,565,900 |
| beneficially owned by |
8. | shared voting power | 4,092,215 |
| each reporting |
9. | sole dispositive power | 2,565,900 |
| person with | 10. | shared dispositive power | 4,165,477 |
| 11. | aggregate amount beneficially owned by each reporting person 6,731,407 |
| 12. | check box if the aggregate amount in row (11) excludes certain shares * £ |
| 13. | percent of class represented by amount in row 11 29.18% |
| 14. | type of reporting person* IN |
| CUSIP No. 369822101 | 13D/A | Page 4 of 7 Pages |
ITEM 1. Security and Issuer
This Schedule 13D/A (the “Schedule”) relates to the common stock (“Common Stock”), of General Finance Corporation (the “Issuer”). This Schedule 13D/A amends, supplements and replaces the Schedule 13D dated January 27, 2012, and the previous Schedule 13G dated February 18, 2009, as amended on February 12, 2010, April 8, 2010 and February 14, 2011. The principal executive offices of the Issuer are located at 39 East Union Street, Pasadena, CA 91103.
ITEM 2. Identity and Background
(a) This statement is filed by:
| (i) | Gagnon Securities LLC (“GS”), a Delaware limited liability company which is an investment adviser registered with the Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) in its role as investment manager to several Accounts (as defined in Item 5 herein). GS is also duly registered as a broker-dealer; and | |
| (ii) | Neil Gagnon, the Managing Member of GS, is a citizen of the United States. |
The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
(b) The address of the principal business and office of GS is 1370 Ave. of the Americas, 24th Floor, New York, NY 10019. The business address for Neil Gagnon is 1370 Ave. of the Americas, 24th Floor, New York, NY 10019.
(c) This Schedule is filed on behalf of GS and Neil Gagnon. The principal business of GS is purchasing, holding and selling securities for investment purposes. Mr. Gagnon is the Managing Member and Principal Owner of GS.
(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration
GS and Neil Gagnon purchased the shares of Common Stock through open market transactions, privately-negotiated transactions or through the conversion of certain derivative securities. All of such funds were obtained (and the funds for option exercises, if any, will be obtained) through the personal funds of Neil Gagnon and affiliate funds and through the working capital of the Accounts.
ITEM 4. Purpose of Transaction
The Reporting Persons purchased the shares of Common Stock of the Issuer in the ordinary course of business.
The Reporting Persons expect from time to time to acquire or dispose of additional shares of Common Stock via open market transactions, in privately-negotiated transactions, directly from the Issuer, or upon the exercise or conversion of securities convertible into or exercisable or exchangeable for Common Stock. However, there is no timetable or pre-arranged plan related to the purchase or sale of additional shares of Common Stock. Such decisions will be made based on trading activity and the relative value of the shares of Common Stock, as defined by market conditions, as each Reporting Person expects to continuously review such person’s investment in the Issuer.
Each Reporting Person also may, at any time, subject to compliance with applicable securities laws and regulatory requirements dispose or distribute some or all of its or his Common Stock or such other securities as it or he owns or may subsequently acquire depending on various factors, including but not limited to, the price of the shares, the terms and conditions of the transaction and prevailing market conditions, as well as liquidity and diversification objectives.
Except as indicated herein, no Reporting Person, as a stockholder of the Issuer, has any plan or proposal that relates or would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D/A. Each Reporting Person may, at any time and from time to time, review or reconsider its or his position and/or change its or his purpose and/or formulate plans or proposals with respect thereto.
ITEM 5. Interest in Securities of the Issuer
(a)-(b) GS may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of an aggregate of 3,502,981 shares of Common Stock as of April 10, 2013, which represent 15.48% of the Issuer’s outstanding shares of Common Stock.
(i) Sole power to vote or direct vote: 0
(ii) Shared power to vote or direct vote: 3,502,981
(iii) Sole power to dispose of or direct the disposition: 0
(iv) Shared power to dispose of or direct the disposition: 3,502,981
Neil Gagnon may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of an aggregate of 6,731,407 shares of Common Stock as of April 10, 2013, which represent 29.18% of the Issuer’s outstanding shares of Common Stock.
(i) Sole power to vote or direct vote: 2,565,900
(ii) Shared power to vote or direct vote: 4,092,215
(iii) Sole power to dispose of or direct the disposition: 2,565,900
(iv) Shared power to dispose of or direct the disposition: 4,165,407
For purposes of calculating the percentages set forth in this Item 5, the number of shares of Common Stock outstanding is the aggregate of (i) 22,033,231, which is the number of shares of Common Stock referred to by the Issuer in its Quarterly Report on Form 10-Q, filed on February 13, 2013, for the period ended December 31, 2012, and (ii) the number of shares of Common Stock that would be obtained by each Reporting Person upon the exercise of the Warrants (as defined herein) held by such Reporting Person as described below.
GS, in its role as investment manager to several customer accounts, foundations, partnerships and trusts (collectively, the “Accounts”) to which it furnishes investment advice, may be deemed to beneficially own 3,502,981 shares of the Issuer’s Common Stock held in the Accounts, which includes 2,919,489 shares of Common Stock and 1,166,983 warrants to purchase one-half share of Common Stock exercisable until June 25, 2013 at an exercise price of $4.00 per share (the “Warrants”) (which equals 583,491.5 shares of Common Stock that would be obtained by each Reporting Person upon the exercise of the Warrants (the “Exercisable Common Shares”)). GS shares voting power and dispositive power with Neil Gagnon, the managing member and principal owner of GS, with respect to 2,489,389 shares of Common Stock and 964,880 Warrants (which equals 482,440 Exercisable Common Shares) held in the Accounts. GS shares voting and dispositive power with certain persons other than Mr. Gagnon with respect to 430,100 shares of Common Stock and 202,103 Warrants (which equals 101,051.5 Exercisable Common Shares) held in the Accounts. GS expressly disclaims beneficial ownership of all securities held in the Accounts.
In addition to the shares of Common Stock held in the Accounts over which Mr. Gagnon shares voting and/or dispositive power with GS, Mr. Gagnon may be deemed to beneficially own 3,759,548 shares of the Issuer’s Common Stock in a private investment fund (the “Fund”), in personal accounts (the “Personal Accounts”), and in foundations, partnerships and trusts (the “Other Accounts”), which includes 3,216,233 shares of Common Stock and 1,086,629 Warrants (which equals 543,314.5 Exercisable Common Shares). Mr. Gagnon has sole voting power and sole dispositive power with respect to 629,421 shares of Common Stock and 100,000 Warrants (which equals 50,000 Exercisable Common Shares) held in the Personal Accounts and 1,595,157 shares of Common Stock and 582,644 Warrants (which equals 291,322 Exercisable Common Shares) held in the Fund, he shares voting power with certain persons other than GS with respect to 927,798 shares of Common Stock and 385,176 Warrants (which equals 192,588 Exercisable Common Shares) held in the Other Accounts and he shares dispositive power with certain persons other than GS with respect to 991,655 shares of Common Stock and 403,985 Warrants(which equals 201,992.5 Exercisable Common Shares) held in the Other Accounts. Except for Common Stock and Warrants held in the Personal Accounts, Mr. Gagnon expressly disclaims beneficial ownership of all securities held in the Accounts, the Other Accounts and the Fund.
(c) The trading dates, number of shares of Common Stock purchased or sold and the price per share for all transactions in the Common Stock within the last sixty days and through the filing date on behalf of GS and Mr. Gagnon are set forth in Exhibit B, and are incorporated herein by reference. The trading dates, number of Warrants purchased or sold and the price per share for all transactions in the Warrants within the last sixty days and through the filing date on behalf of GS and Mr. Gagnon are set forth in Exhibit C, and are incorporated by reference.
(d) The Accounts, the Personal Accounts, the Other Accounts and the Fund described in Item 5 above have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities held in their respective accounts. The Fund holds in excess of five percent (5%) of the Common Stock of the Issuer.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
None.
ITEM 7. Material to be Filed as Exhibits.
Joint Filing Agreement, dated as of April 25, 2013, by and among Gagnon Securities, LLC and Neil Gagnon.
| CUSIP No. 369822101 | 13D/A | Page 7 of 7 Pages |
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.
| April 25, 2013 | |
| Date | |
| GAGNON SECURITIES LLC | |
| /s/ Neil Gagnon | |
| Signature | |
| Neil Gagnon | |
| Name/Title | |
| April 25, 2013 | |
| Date | |
| Neil Gagnon | |
| /s/ Neil Gagnon | |
| Signature |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.