UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Amendment No. 3)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
GENERAL FINANCE CORP.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
369822101
(CUSIP Number)
DECEMBER 31, 2010
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|X| Rule 13d-1(b)
|_| Rule 13d-1(c)
|_| 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 (however, see the
Notes).
PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS
FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB
CONTROL NUMBER.
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
GAGNON SECURITIES LLC
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2. CHECK THE APPROPRIATE BOX IF A GROUP* (a)
(b) |X|
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE LIMITED LIABILITY COMPANY
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NUMBER OF 5. SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER 2,996,491
OWNED BY --------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING --------------------------------------------------------------
PERSON WITH: 8. SHARED DISPOSTIVE POWER 2,996,491
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,996,491
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.9%
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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13. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
NEIL GAGNON
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14. CHECK THE APPROPRIATE BOX IF A GROUP* (a)
(b) |X|
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15. SEC USE ONLY
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16. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 17. SOLE VOTING POWER 2,443,966
SHARES --------------------------------------------------------------
BENEFICIALLY 18. SHARED VOTING POWER 4,537,847
OWNED BY --------------------------------------------------------------
EACH 19. SOLE DISPOSITIVE POWER 2,443,966
REPORTING --------------------------------------------------------------
PERSON WITH: 20. SHARED DISPOSTIVE POWER 4,537,847
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21. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,981,813
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22. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
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23. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
27.6%
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24. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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ITEM 1.
(a) Name of Issuer: General Finance Corp.
(b) Address of Issuer's Principal 260 South Los Robles
Executive Offices: Suite 217
Pasadena, CA 91101
Item 2.
(a) Name of Person This Schedule 13G/A is being filed by Gagnon
Filing: Securities LLC and Neil Gagnon (together, the
"Reporting Persons"). Gagnon Securities LLC is
an investment adviser registered under Section
203 of the Investment Advisers Act of 1940 that
furnishes investment advice to several customer
accounts, foundations, partnerships, trusts, and
private investment funds (collectively, the
"Funds"). Mr. Gagnon is the managing member and
the principal owner of Gagnon Securities LLC. In
its role as investment manager to the Funds,
Gagnon Securities LLC shares investment and/or
voting power with Mr. Gagnon over certain
securities of the Issuer described in this
Schedule that are owned by the Funds.
Additionally, Mr. Gagnon has sole voting power
and sole dispositive power over certain other
securities of the Issuer and he shares voting
power and dispositive power with certain persons
with respect to certain other securities of the
Issuer. The Reporting Persons expressly disclaim
beneficial ownership of all securities held in
the Funds' accounts. No single client's interest
as reported in the customer accounts at Gagnon
Securities LLC exceeds 5% of the outstanding
Common Stock of the Issuer. In addition, the
filing of this Schedule 13G/A shall not be
construed as an admission that the Reporting
Persons or any of their affiliates are beneficial
owners of any securities covered by this Schedule
13G/A for any other purposes than Section 13(d)
of the Securities Exchange Act of 1934.
(b) Address of Principal Business Office 1370 Ave. of the Americas,
or, if none, Residence: Suite 2400
New York, NY 10019
(c) Citizenship: GAGNON SECURITIES LLC:
Delaware Limited Liability Company
NEIL GAGNON: USA
(d) Title of Class Common Stock, par value $0.0001 per share
of Securities:
(e) CUSIP Number: 369822101
ITEM 3. If this statement is filed pursuant to ss.ss.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 (15
U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8).
(e) [X] An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with ss.
240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(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 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount GAGNON SECURITIES LLC: 2,996,491
beneficially owned: NEIL GAGNON: 6,981,813
(b) Percent of class: GAGNON SECURITIES LLC: 11.9%
NEIL GAGNON: 27.6%
Calculation of percentage of beneficial
ownership is based on the sum of (i) 22,013,299
outstanding shares of Issuer's Common Stock as
set forth on the Issuer's most recent 10-Q filed
on November 12, 2010 and (ii) 3,238,214 shares
of Issuer's Common Stock issuable upon the
exercise of units and warrants issued to the
accounts managed by the Reporting Persons.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct GAGNON SECURITIES LLC: 0
the vote: NEIL GAGNON: 2,443,966
(ii) Shared power to vote or to GAGNON SECURITIES LLC:
direct the vote: 2,996,491
NEIL GAGNON: 4,537,847
(iii) Sole power to dispose or to GAGNON SECURITIES LLC: 0
direct the disposition of: NEIL GAGNON: 2,443,966
(iv) Shared power to dispose or to GAGNON SECURITIES LLC:
direct the disposition of: 2,996,491
NEIL GAGNON: 4,537,847
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
The Funds described above in Note 1 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. To the knowledge of the
Reporting Persons, no interest in any such Fund exceeds 5% of the class of
securities. The Reporting Persons disclaim beneficial ownership of all such
securities.
ITEMS 7 - 9 Not Applicable
ITEM 10. CERTIFICATION
(a) The following certification shall be included if the statement is
filed pursuant to ss.240.13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and 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 that purpose or effect. [X]
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.
February 10, 2011
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Date
GAGNON SECURITIES LLC
/s/ Neil Gagnon
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Signature
Neil Gagnon
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Name/Title
February 10, 2011
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Date
/s/ Neil Gagnon
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Signature
Neil Gagnon
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Name/Title
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 ss.240.13d-7 for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)