Ownership Submission
FORM 4
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Dunmyer James P
  2. Issuer Name and Ticker or Trading Symbol
General Finance CORP [GFN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP of Finance of Pac-Van, Inc.
(Last)
(First)
(Middle)
9155 HARRISON PARK COURT
3. Date of Earliest Transaction (Month/Day/Year)
06/07/2013
(Street)

INDIANAPOLIS, IN 46216
4. If Amendment, Date Original Filed(Month/Day/Year)
06/11/2013
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 06/07/2013   A   4,500 (1) A $ 0 21,228 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 6.4 10/01/2008   A   28,000 (2)   10/01/2009 10/01/2019 Common Stock 28,000 $ 0 28,000 D  
Stock Option (Right to Buy) $ 1.28 01/26/2010   A   10,000 (3)   06/30/2011 01/26/2020 Common Stock 10,000 $ 0 38,000 D  
Stock Option (Right to Buy) $ 1.06 09/15/2010   A   8,000 (4)   06/30/2014 09/15/2020 Common Stock 8,000 $ 0 46,000 D  
Stock Option (Right to Buy) $ 3 06/23/2011   A   8,000 (5)   09/30/2014 06/23/2021 Common Stock 8,000 $ 0 54,000 D  
Stock Option (Right to Buy) $ 3.15 06/07/2012   A   8,000 (6)   09/30/2015 06/07/2022 Common Stock 8,000 $ 0 62,000 D  
Stock Option (Right to Buy) $ 4.43 06/07/2013   A   6,000 (7)   06/07/2014 06/07/2023 Common Stock 6,000 $ 0 68,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Dunmyer James P
9155 HARRISON PARK COURT
INDIANAPOLIS, IN 46216
      VP of Finance of Pac-Van, Inc.  

Signatures

 Christopher A Wilson, attorney-in-fact for James P Dunmyer   06/12/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The restricted stock vests in two equal installments based upon (a) the attainment of financial goals on each of the first two anniversaries of the date of grant and (b) the reporting person being employed by the issuer on the third anniversary of the date of grant.
(2) Of the total 28,000 stock options (a) 11,200 stock options will vest in five equal installments beginning on October 1, 2009, provided that the employee is employed as of each such anniversary and (b) 3,360 stock options will be eligible for vesting upon the attainment of performance criteria on the first anniversary of the date audited financial statements are approved by the audit committee for fiscal year 2009, with 3,360 stock options eligible for vesting on each of the four succeeding fiscal years on the first anniversary of the date audited financial statements are approved by the audit committee for applicable fiscal year.
(3) Stock option vests on the following date if (a)General Finance Corporation, without consolidation of Pac-Van and Royal Wolf, incurs no more than $2.288 million of expenses for the fiscal year ended June 30, 2012, and (b) if General Finance Corporation and its subsidiaries remain throughout fiscal year 2010 in compliance with the covenants governing all of their indebtedness: the first anniversary of the date that the Audit Committee approves the consolidated financial statements of General Finance Corporation for the fiscal year ended June 30, 2010.
(4) See attached document "rider.txt" for explanation of Footnote 4.
(5) See attached document "rider2.txt" for explanation of Footnote 5.
(6) See attached document "rider3.txt" for explanation of Footnote 6.
(7) Stock option vests in three equal annual installments on each of the first three anniversaries of the grant date. Vesting of the award will cease if employee ceases to be employed by the Company or its affiliate on or prior to any of the three anniversary dates (subject to any employment agreement between employee and the Company).

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