FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Valenta Ronald
2. Issuer Name and Ticker or Trading Symbol

General Finance CORP [ GFN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

39 EAST UNION STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

5/25/2021
(Street)

PASADENA, CA 91103
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 5/25/2021  D(1)  1563858 D$19 0 D  
Common Stock 5/25/2021  D(1)  11206 D$19 0 I Former spouse of Reporting Person 
Common Stock 5/25/2021  D(1)  66647 D$19 0 I See footnote (2)
Common Stock 5/25/2021  D(1)  60000 D$19 0 I PV Realty, L.L.C. (3)
Common Stock 5/25/2021  D(1)  1649330 D$19 0 I GF Group Holdings, Inc. (4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)  (5)5/25/2021  D     160000   (5) (5)Common Stock 160000 $0 (5)0 I GF Group Holdings, Inc. (4)

Explanation of Responses:
(1) 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.
(2) Securities were in accounts of three children of Reporting Person over which Reporting Person exercised investment power.
(3) Securities were owned by PV Realty, L.L.C., a California limited liability company, over which the Reporting Person exercises voting and investment control.
(4) Securities were owned by GF Group Holdings, Inc., a Delaware corporation, over which the Reporting Person exercises voting and investment control.
(5) 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Valenta Ronald
39 EAST UNION STREET
PASADENA, CA 91103
XX


Signatures
Christopher A. Wilson, attorney-in-fact for Ronald F. Valenta5/27/2021
**Signature of Reporting PersonDate

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