Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
GAGNON NEIL
 2. Issuer Name and Ticker or Trading Symbol
General Finance CORP [GFN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

1370 AVENUE OF THE AMERICAS, 24TH FLOOR		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2011
(Street)


NEW YORK, NY 10019		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
COMMON STOCK 05/30/2008   M4 2,094 A $ 5.1 0 (1) I By Managing Member of General Partner of Gagnon Investment Associates Master Fund LP
COMMON STOCK 05/30/2008   M4 670 A $ 5.1 0 (1) I By Managing Member of General Partner of Gagnon Investment Associates Master Fund LP
COMMON STOCK 05/30/2008   M4 4,187 A $ 5.1 0 (1) I By Managing Member of General Partner of Gagnon Investment Associates Master Fund LP
COMMON STOCK 05/30/2008   M4 2,094 A $ 5.1 0 (1) I By Managing Member of General Partner of Gagnon Investment Associates Master Fund LP
COMMON STOCK 05/30/2008   M4 838 A $ 5.1 0 (1) I By Managing Member of General Partner of Gagnon Investment Associates Master Fund LP
COMMON STOCK 05/30/2008   M4 921 A $ 5.1 0 (1) I By Managing Member of General Partner of Gagnon Investment Associates Master Fund LP
COMMON STOCK 05/30/2008   M4 2,094 A $ 5.1 0 (1) I By Managing Member of General Partner of Gagnon Investment Associates Master Fund LP
COMMON STOCK 05/30/2008   M4 2,094 A $ 5.1 0 (1) I By Managing Member of General Partner of Gagnon Investment Associates Master Fund LP
COMMON STOCK 05/30/2008   M4 2,094 A $ 5.1 0 (1) I By Managing Member of General Partner of Gagnon Investment Associates Master Fund LP
COMMON STOCK 05/30/2008   M4 2,093 A $ 5.1 0 (1) I By Managing Member of General Partner of Gagnon Investment Associates Master Fund LP
COMMON STOCK 05/30/2008   M4 921 A $ 5.1 0 (1) I By Managing Member of General Partner of Gagnon Investment Associates Master Fund LP
COMMON STOCK 05/30/2008   M4 2,094 A $ 5.1 0 (1) I By Managing Member of General Partner of Gagnon Investment Associates Master Fund LP
COMMON STOCK 05/30/2008   M4 84 A $ 5.1 0 (1) I By Managing Member of General Partner of Gagnon Investment Associates Master Fund LP
COMMON STOCK 05/30/2008   M4 8,189 A $ 5.1 0 (1) I By Managing Member of General Partner of Gagnon Investment Associates Master Fund LP
COMMON STOCK 05/30/2008   M4 2,840 A $ 6.88 0 (1) I By Self as Trustee of Gagnon Securiites LLC Profit Sharing Plan
COMMON STOCK 05/30/2008   M4 622 A $ 5.1 0 (1) I By Self as Trustee of Gagnon Securiites LLC Profit Sharing Plan
COMMON STOCK 05/30/2008   M4 181 A $ 5.1 0 (1) I By Self as Trustee of Gagnon Securiites LLC Profit Sharing Plan
COMMON STOCK 05/30/2008   M4 5,155 A $ 5.1 0 (1) D  
COMMON STOCK 05/30/2008   M4 24,837 A $ 5.1 0 (1) D  
COMMON STOCK 05/30/2008   M4 15,279 A $ 5.1 0 (1) D  
COMMON STOCK 05/30/2008   M4 1,616 A $ 5.1 0 (1) D  
COMMON STOCK 05/30/2008   M4 6,267 A $ 5.1 0 (1) D  
COMMON STOCK 05/30/2008   M4 8,500 A $ 5.1 0 (1) D  
COMMON STOCK 05/30/2008   M4 1,415 A $ 5.1 0 (1) D  
COMMON STOCK 05/30/2008   M4 1,605 A $ 5.1 0 (1) D  
COMMON STOCK 05/30/2008   M4 59,721 A $ 5.1 0 (1) D  
COMMON STOCK 05/30/2008   M4 11,550 A $ 5.1 0 (1) D  
COMMON STOCK 05/30/2008   M4 18,195 A $ 6.86 0 (1) D  
COMMON STOCK 06/18/2008   P4 1,552 A $ 5.6 0 (1) I By Managing Member of General Partner of Darwin Partnership
COMMON STOCK 06/18/2008   P4 2,632 A $ 5.6 0 (1) I By Managing Member of General Partner of Fallen Angel Partnership

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who 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. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants $ 6 04/01/2008   P4 160   04/01/2008 06/30/2010 Common Stock
1
$ 1.65 0 (1)
I
By Managing Member of General Partner of Darwin Partnership
Warrants $ 6 04/01/2008   P4 246   04/01/2008 06/30/2010 Common Stock
1
$ 1.65 0 (1)
I
By Managing Member of General Partner of Fallen Angel Partnership
Warrants $ 6 04/01/2008   P4 2,094   04/01/2008 06/30/2010 Common Stock
1
$ 1.65 0 (1)
I
By Managing Member of General Partner of Gagnon Investment Associates Master Fund LP
Warrants $ 6 04/11/2008   P4 160   04/11/2008 06/30/2010 Common Stock
1
$ 1.6 0 (1)
I
By Managing Member of General Partner of Darwin Partnership
Warrants $ 6 04/11/2008   P4 246   04/11/2008 06/30/2010 Common Stock
1
$ 1.6 0 (1)
I
By Managing Member of General Partner of Fallen Angel Partnership
Warrants $ 6 04/11/2008   P4 2,094   04/11/2008 06/30/2010 Common Stock
1
$ 1.6 0 (1)
I
By Managing Member of General Partner of Gagnon Investment Associates Master Fund LP
Warrants $ 6 04/14/2008   P4 161   04/14/2008 06/30/2010 Common Stock
1
$ 1.6 0 (1)
I
By Managing Member of General Partner of Darwin Partnership
Warrants $ 6 04/14/2008   P4 246   04/14/2008 06/30/2010 Common Stock
1
$ 1.6 0 (1)
I
By Managing Member of General Partner of Fallen Angel Partnership
Warrants $ 6 04/14/2008   P4 2,093   04/14/2008 06/30/2010 Common Stock
1
$ 1.6 0 (1)
I
By Managing Member of General Partner of Gagnon Investment Associates Master Fund LP
Warrants $ 6 04/16/2008   P4 71   04/16/2008 06/30/2010 Common Stock
1
$ 1.6 0 (1)
I
By Managing Member of General Partner of Darwin Partnership
Warrants $ 6 04/16/2008   P4 108   04/16/2008 06/30/2010 Common Stock
1
$ 1.6 0 (1)
I
By Managing Member of General Partner of Fallen Angel Partnership
Warrants $ 6 04/16/2008   P4 921   04/16/2008 06/30/2010 Common Stock
1
$ 1.6 0 (1)
I
By Managing Member of General Partner of Gagnon Investment Associates Master Fund LP
Warrants $ 6 04/23/2008   P4 160   04/23/2008 06/30/2010 Common Stock
1
$ 1.62 0 (1)
I
By Managing Member of General Partner of Darwin Partnership
Warrants $ 6 04/23/2008   P4 246   04/23/2008 06/30/2010 Common Stock
1
$ 1.62 0 (1)
I
By Managing Member of General Partner of Fallen Angel Partnership
Warrants $ 6 04/23/2008   P4 2,094   04/23/2008 06/30/2010 Common Stock
1
$ 1.62 0 (1)
I
By Managing Member of General Partner of Gagnon Investment Associates Master Fund LP
Warrants $ 6 04/29/2008   P4 6   04/29/2008 06/30/2010 Common Stock
1
$ 1.62 0 (1)
I
By Managing Member of General Partner of Darwin Partnership
Warrants $ 6 04/29/2008   P4 10   04/29/2008 06/30/2010 Common Stock
1
$ 1.62 0 (1)
I
By Managing Member of General Partner of Fallen Angel Partnership
Warrants $ 6 04/29/2008   P4 84   04/29/2008 06/30/2010 Common Stock
1
$ 1.62 0 (1)
I
By Managing Member of General Partner of Gagnon Investment Associates Master Fund LP
Warrants $ 6 05/05/2008   P4 628   05/05/2008 06/30/2010 Common Stock
1
$ 1.5902 0 (1)
I
By Managing Member of General Partner of Darwin Partnership
Warrants $ 6 05/05/2008   P4 961   05/05/2008 06/30/2010 Common Stock
1
$ 1.5902 0 (1)
I
By Managing Member of General Partner of Fallen Angel Partnership
Warrants $ 6 05/05/2008   P4 8,189   05/05/2008 06/30/2010 Common Stock
1
$ 1.5902 0 (1)
I
By Managing Member of General Partner of Gagnon Investment Associates Master Fund LP
Warrants $ 6 05/06/2008   P4 622   05/06/2008 06/30/2010 Common Stock
1
$ 1.4 0 (1)
I
By Self as Trustee of Gagnon Securiites LLC Profit Sharing Plan
Warrants $ 6 05/07/2008   P4 181   05/07/2008 06/30/2010 Common Stock
1
$ 1.41 0 (1)
I
By Self as Trustee of Gagnon Securiites LLC Profit Sharing Plan
Warrants $ 6 05/12/2008   P4 325   05/12/2008 06/30/2010 Common Stock
1
$ 1.2688 0 (1)
I
By Limited Partner of the Family Partnership
Warrants $ 6 05/13/2008   P4 1,000   05/13/2008 06/30/2010 Common Stock
1
$ 1.2 0 (1)
I
By Limited Partner of the Family Partnership
Warrants $ 6 05/15/2008   P4 1,800   05/15/2008 06/30/2010 Common Stock
1
$ 1.2 0 (1)
I
By Limited Partner of the Family Partnership
Warrants $ 6 05/19/2008   P4 2,817   05/19/2008 06/30/2010 Common Stock
1
$ 1.25 0 (1)
I
By Limited Partner of the Family Partnership
Warrants $ 6 05/19/2008   P4 1,616   05/19/2008 06/30/2010 Common Stock
1
$ 1.25 0 (1)
D
 
Warrants $ 6 05/20/2008   P4 6,267   05/20/2008 06/30/2010 Common Stock
1
$ 1.25 0 (1)
D
 
Warrants $ 6 05/21/2008   P4 8,500   05/21/2008 06/30/2010 Common Stock
1
$ 1.25 0 (1)
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GAGNON NEIL
1370 AVENUE OF THE AMERICAS, 24TH FLOOR
NEW YORK, NY 10019		     X    

Signatures

/s/ Neil Gagnon 05/21/2012
**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) This number reflects that the first fiscal year involved in this set of Form 5 filings has not yet ended.
 
Remarks:
The Reporting Person has tendered a payment of $7,659.31 to the issuer with respect to all profits realized by the Reporting Person from the transactions reported herein which result in a liability under Section 16(b) of the Securities Exchange Act of 1934. This Form 5 is number two in a series of ten Form 5 filings for GFN.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

Potential 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 number.