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 01/21/2010   S4 53 D $ 1.35 1,862,141 I By Managing Member of General Partner of Fallen Angel
COMMON STOCK 01/21/2010   S4 35 D $ 1.35 1,862,141 I By Managing Member of General Partner of Fallen Angel
COMMON STOCK 01/21/2010   S4 259 D $ 1.35 1,862,141 I By Managing Member of General Partner of Fallen Angel
COMMON STOCK 02/01/2010   P4 6,384 A $ 1.2 1,862,141 I By Managing Member of General Partner of Darwin Partnership
COMMON STOCK 02/01/2010   P4 11,712 A $ 1.2 1,862,141 I By Managing Member of General Partner of Fallen Angel
COMMON STOCK 02/01/2010   P4 87,078 A $ 1.2 1,862,141 I By Managing Member of General Partner of Gagnon Investment Associates Master Fund LP
COMMON STOCK 02/02/2010   S4 228 D $ 1.2795 1,862,141 I By Managing Member of General Partner of Darwin Partnership
COMMON STOCK 02/02/2010   S4 27 D $ 1.2795 1,862,141 I By Managing Member of General Partner of Darwin Partnership
COMMON STOCK 02/02/2010   S4 18 D $ 1.2795 1,862,141 I By Managing Member of General Partner of Darwin Partnership
COMMON STOCK 02/02/2010   S4 488 D $ 1.2795 1,862,141 I By Managing Member of General Partner of Darwin Partnership
COMMON STOCK 02/02/2010   S4 27 D $ 1.2795 1,862,141 I By Managing Member of General Partner of Darwin Partnership
COMMON STOCK 02/02/2010   S4 18 D $ 1.2795 1,862,141 I By Managing Member of General Partner of Darwin Partnership
COMMON STOCK 02/02/2010   S4 24 D $ 1.2795 1,862,141 I By Managing Member of General Partner of Darwin Partnership
COMMON STOCK 02/02/2010   S4 715 D $ 1.2795 1,862,141 I By Managing Member of General Partner of Fallen Angel
COMMON STOCK 02/02/2010   S4 29 D $ 1.2795 1,862,141 I By Managing Member of General Partner of Fallen Angel
COMMON STOCK 02/02/2010   S4 19 D $ 1.2795 1,862,141 I By Managing Member of General Partner of Fallen Angel
COMMON STOCK 02/02/2010   S4 507 D $ 1.2795 1,862,141 I By Managing Member of General Partner of Fallen Angel
COMMON STOCK 02/05/2010   S4 118 D $ 1.24 1,862,141 I By Managing Member of General Partner of Darwin Partnership
COMMON STOCK 02/05/2010   S4 27 D $ 1.24 1,862,141 I By Managing Member of General Partner of Fallen Angel
COMMON STOCK 02/05/2010   S4 40 D $ 1.24 1,862,141 I By Managing Member of General Partner of Fallen Angel
COMMON STOCK 02/05/2010   S4 22 D $ 1.24 1,862,141 I By Managing Member of General Partner of Fallen Angel
COMMON STOCK 02/05/2010   S4 89 D $ 1.24 1,862,141 I By Managing Member of General Partner of Fallen Angel
COMMON STOCK 02/05/2010   S4 4 D $ 1.24 1,862,141 I By Managing Member of General Partner of Fallen Angel
COMMON STOCK 02/11/2010   S4 346 D $ 1.2185 1,862,141 I By Managing Member of General Partner of Darwin Partnership
COMMON STOCK 02/11/2010   S4 20 D $ 1.2185 1,862,141 I By Managing Member of General Partner of Darwin Partnership
COMMON STOCK 02/11/2010   S4 20 D $ 1.2185 1,862,141 I By Managing Member of General Partner of Darwin Partnership
COMMON STOCK 02/11/2010   S4 45 D $ 1.2185 1,862,141 I By Managing Member of General Partner of Darwin Partnership
COMMON STOCK 02/11/2010   S4 45 D $ 1.2185 1,862,141 I By Managing Member of General Partner of Darwin Partnership
COMMON STOCK 02/11/2010   S4 48 D $ 1.2185 1,862,141 I By Managing Member of General Partner of Darwin Partnership
COMMON STOCK 02/11/2010   S4 48 D $ 1.2185 1,862,141 I By Managing Member of General Partner of Darwin 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
Rights $ 1.5 06/25/2010   C4   33,875 06/25/2010 06/25/2013 Common Stock
1
$ 0 (1) 0 (2)
I
By Managing Member as General Partner of Darwin Partnership
Rights $ 1.5 06/25/2010   C4   42,576 06/25/2010 06/25/2013 Common Stock
1
$ 0 (1) 0 (2)
I
By Managing Member as General Partner of Darwin Partnership
Rights $ 1.5 06/25/2010   C4   73,443 06/25/2010 06/25/2013 Common Stock
1
$ 0 (1) 0 (2)
I
By Managing Member as General Partner of Fallen Angel Partnership
Rights $ 1.5 06/25/2010   C4   66,730 06/25/2010 06/25/2013 Common Stock
1
$ 0 (1) 0 (2)
I
By Managing Member as General Partner of Fallen Angel Partnership
Rights $ 1.5 06/25/2010   C4   582,644 06/25/2010 06/25/2013 Common Stock
1
$ 0 (1) 0 (2)
I
By Managing Member as General Partner of Gagnon Investment Associates Master Fund
Rights $ 1.5 06/25/2010   C4   1,200 06/25/2010 06/25/2013 Common Stock
1
$ 0 (1) 0 (2)
D
 
Rights $ 1.5 06/25/2010   C4   1,215 06/25/2010 06/25/2013 Common Stock
1
$ 0 (1) 0 (2)
D
 
Rights $ 1.5 06/25/2010   C4   6,650 06/25/2010 06/25/2013 Common Stock
1
$ 0 (1) 0 (2)
D
 
Rights $ 1.5 06/25/2010   C4   90,000 06/25/2010 06/25/2013 Common Stock
1
$ 0 (1) 0 (2)
D
 
Rights $ 1.5 06/25/2010   C4   10,315 06/25/2010 06/25/2013 Common Stock
1
$ 0 (1) 0 (2)
D
 
Rights $ 1.5 06/25/2010   C4   70,000 06/25/2010 06/25/2013 Common Stock
1
$ 0 (1) 0 (2)
D
 
Rights $ 1.5 06/25/2010   C4   97,512 06/25/2010 06/25/2013 Common Stock
1
$ 0 (1) 0 (2)
I
By Limited Partner of the Family Partnership
Rights $ 1.5 06/25/2010   C4   4,655 06/25/2010 06/25/2013 Common Stock
1
$ 0 (1) 0 (2)
D
 
Rights $ 1.5 06/25/2010   C4   4,004 06/25/2010 06/25/2013 Common Stock
1
$ 0 (1) 0 (2)
I
By Self as Trustee of Gagnon Securiites LLC Profit Sharing Plan
Rights $ 1.5 06/25/2010   C4   252 06/25/2010 06/25/2013 Common Stock
1
$ 0 (1) 0 (2)
I
By Self as Trustee of Gagnon Securiites LLC Profit Sharing Plan
Rights $ 1.5 06/25/2010   C4   2,212 06/25/2010 06/25/2013 Common Stock
1
$ 0 (1) 0 (2)
I
By Self as Trustee of Gagnon Securiites LLC Profit Sharing Plan
Rights $ 1.5 06/25/2010   C4   900 06/25/2010 06/25/2013 Common Stock
1
$ 0 (1) 0 (2)
I
By Self as Trustee of Gagnon Securiites LLC Profit Sharing Plan
Rights $ 1.5 06/25/2010   C4   1,180 06/25/2010 06/25/2013 Common Stock
1
$ 0 (1) 0 (2)
I
By Self as Trustee of Gagnon Securiites LLC Profit Sharing Plan
Rights $ 1.5 06/25/2010   C4   10,000 06/25/2010 06/25/2013 Common Stock
1
$ 0 (1) 0 (2)
D
 
Rights $ 1.5 06/25/2010   C4   13,815 06/25/2010 06/25/2013 Common Stock
1
$ 0 (1) 0 (2)
D
 
Rights $ 1.5 06/25/2010   C4   1,372 06/25/2010 06/25/2013 Common Stock
1
$ 0 (1) 0 (2)
D
 
Rights $ 1.5 06/25/2010   C4   2,235 06/25/2010 06/25/2013 Common Stock
1
$ 0 (1) 0 (2)
D
 
Rights $ 1.5 06/25/2010   C4   4,375 06/25/2010 06/25/2013 Common Stock
1
$ 0 (1) 0 (2)
D
 
Rights $ 1.5 06/25/2010   C4   6,245 06/25/2010 06/25/2013 Common Stock
1
$ 0 (1) 0 (2)
D
 
Units $ 1.5 09/15/2010   P4 1,330   09/15/2010 06/25/2013 Common Stock
1.5
$ 1.49 1,127,405
D
 
Units $ 1.5 09/17/2010   P4 6,000   09/17/2010 06/25/2013 Common Stock
1.5
$ 1.46 1,127,405
D
 
Units $ 1.5 09/27/2010   P4 500   09/27/2010 06/25/2013 Common Stock
1.5
$ 1.29 1,127,405
D
 
Units $ 1.5 10/01/2010   P4 150   10/01/2010 06/25/2013 Common Stock
1.5
$ 1.54 1,135,385
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) No additional consideration paid by the Reporting Person for such warrant/right.
(2) No securities were beneficially owned at the end of 2008 and 2009.
 
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 eight 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.