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Filing Details

Accession Number:: 0001387131-20-008779
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-10-05 17:53:00
Reporting Period:: 2020-10-01

Accepted Time:: 2020-10-05 17:53:00
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1660734	Triton International Ltd	TRTN	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1263034	S Daniel Oconnell	C/O Vestar Capital Partners Llc 245 Park Avenue, 41St Floor New York NY 10167	Yes	No	Yes	No
1331338	P L V Partners Capital Vestar	C/O Vestar Capital Partners Llc 245 Park Avenue, 41St Floor New York NY 10167	Yes	No	Yes	No
1416152	Ltd. V Managers Vestar	C/O Vestar Capital Partners Llc 245 Park Avenue, 41St Floor New York NY 10167	Yes	No	Yes	No
1416153	Vestar Associates V, L.p.	C/O Vestar Capital Partners Llc 245 Park Avenue, 41St Floor New York NY 10167	Yes	No	Yes	No
1537430	Vestar Capital Partners Llc	C/O Vestar Capital Partners Llc 245 Park Avenue, 41St Floor New York NY 10167	Yes	No	Yes	No
1679305	Ltd (Gibco) Vestar-Triton	C/O Vestar Capital Partners Llc 245 Park Avenue, 41St Floor New York NY 10167	Yes	No	Yes	No
1679360	Vestar/Triton Investments Iii, L.p.	C/O Vestar Capital Partners Llc 245 Park Avenue, 41St Floor New York NY 10167	Yes	No	Yes	No
1679374	S.a.r.l Luxco Triton-Vestar	C/O Vestar Capital Partners Llc 245 Park Avenue, 41St Floor New York NY 10167	Yes	No	Yes	No
1679376	L.p. Holdings Investments Vestar/Triton	C/O Vestar Capital Partners Llc 245 Park Avenue, 41St Floor New York NY 10167	Yes	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Shares	Disposition	2020-10-01	10,706,982	$37.62	0	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct

Footnotes

Represents common shares (the "Common Shares") of Triton International Limited (the "Issuer") sold in an underwritten offering.
Due to a typographical error, the number of Common Shares of the Issuer beneficially owned by the Vestar Reporting Persons (as defined below) following the transaction reported on the Form 4 filed with the U.S. Securities and Exchange Commission on April 23, 2020 (the "Prior Form 4") was incorrectly reported as 10,706,984. The Vestar Reporting Persons beneficially owned 10,706,982 Common Shares of the Issuer following the transaction reported on the Prior Form 4.
The Common Shares reported herein were held directly as follows: (i) 200,924 Common Shares by Vestar/Triton Investments III, L.P. ("Vestar Investments"); (ii) 10,479,601 Common Shares by Vestar-Triton (Gibco) Limited ("Vestar Gibco"); and (iii) 26,457 Common Shares by Vestar Capital Partners LLC ("VCP") . VCP, Vestar Investments and Vestar Gibco are collectively referred to as "Vestar Shareholders".
Triton-Vestar Luxco S.a.r.L. ("Luxco") is the sole member of Vestar Gibco. Vestar/Triton Investments Holdings L.P. ("Vestar/Triton Holdings") is the sole member of Luxco. Vestar Capital Partners V, L.P. ("Vestar Capital V") is the general partner of Vestar/Triton Holdings. Vestar Associates V, L.P. ("Vestar Associates V") is the general partner of Vestar Capital V. Vestar Managers V Ltd. ("VMV") is the general partner of both Vestar Associates V and Vestar Investments and had voting and investment power over the securities held or controlled by each of Vestar Investments and Vestar Gibco.
Daniel S. O'Connell (together with Vestar Investments, Vestar Gibco, Luxco, Vestar/Triton Holdings, Vestar Capital V, Vestar Associates V and VMV, the "Vestar Reporting Persons") is the sole director of VMV and as a result he may have been deemed to have shared beneficial ownership of the securities formerly held directly by the aforementioned Vestar entities. Mr. O'Connell is the sole beneficial owner of VCP and as a result he may have been deemed to have shared beneficial ownership of the securities held by VCP.
Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Vestar Reporting Persons, other than the Vestar Shareholders that are Vestar Reporting Persons, herein states that this Form 4 shall not be deemed an admission that it or he is the beneficial owner of any of the Common Shares of the Issuer reported in this Form 4. Each of Luxco, Vestar/Triton Holdings, Vestar Capital V, Vestar Associates V, VMV and Mr. O'Connell disclaims beneficial ownership of the Common Shares of the Issuer, except to the extent of its or his pecuniary interest in such Common Shares. Each Vestar Shareholder disclaims beneficial ownership of the Common Shares held by the other Vestar Shareholders, except to the extent of its pecuniary interest in such Common Shares.
Information with respect to each of the Vestar Reporting Persons is given solely by such Vestar Reporting Persons, respectively, and none of the Vestar Reporting Persons has responsibility for the accuracy or completeness of information supplied by another of the Vestar Reporting Persons, respectively.
Solely for the purposes of Section 16 of the Exchange Act, each of Vestar Investments, Vestar Gibco, Luxco, Vestar/Triton Holdings, Vestar Capital V, Vestar Associates V, and VMV may have been deemed a director-by-deputization by virtue of their contractual right to appoint a director to the board of directors of the Issuer, pursuant to that certain Sponsor Shareholders Agreement (Vestar), by and among the Issuer and the shareholders party thereto, dated as of November 9, 2015, as amended (the "Shareholders Agreement"). The Shareholders Agreement automatically terminated as a result of the transaction described herein.
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.