SEC Form 4 · accession 0000903423-17-000148
Triton International Ltd · TRTN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Bharti Global Ltd
Director · 10% Owner
Bharti Overseas Private Ltd
Director · 10% Owner
Period of report
Feb 27, 2017
Accepted (ET)
Feb 27, 2017 · 5:12 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001660734
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF2,F3,F4,F5 | Feb 27, 2017 | J | 7,877,590 | $0.00 | A | 7,877,590 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On February 27, 2017, 7,877,590 Common Shares of Triton International Limited, a Bermuda exempted company (the "Issuer") were transferred to Bharti Global Limited, a private limited company formed under the laws of Jersey ("BGL"), through a pro rata distribution to a wholly-owned subsidiary of BGL and series of transactions among wholly-owned subsidiaries of BGL in reliance upon exemptions from registration under the Securities Act of 1933, as amended.
- F2Bharti Overseas Private Limited, a private limited company formed under the laws of India ("BOPL", and together with BGL, the "Reporting Persons") is the sole shareholder of BGL, which directly holds the Common Shares of the Issuer. Because of BOPL's relationship to BGL, BOPL may be deemed to beneficially own the Common Shares of the Issuer held directly by BGL.
- F3Pursuant to Rule 16a-1(a)(4) of the Exchange Act of 1934, as amended (the "Exchange Act"), BOPL herein states that this Form 4 shall not be deemed an admission that it is the beneficial owner of any of the Common Shares of the Issuer reported in this Form 4. BOPL disclaims beneficial ownership of the Common Shares of the Issuer, except to the extent of its pecuniary interest in such Common Shares.
- F4Information with respect to each Reporting Person is given solely by such Reporting Person, and neither of the Reporting Persons has responsibility for the accuracy or completeness of information supplied by another of the Reporting Persons.
- F5Solely for the purposes of Section 16 of the Exchange Act, each of the Reporting Persons may be deemed a director-by-deputization by virtue of the contractual right of a shareholder group of which BGL is a party to to appoint one or more directors to the board of directors of the Issuer, pursuant to that certain Sponsor Shareholders Agreement (Warburg Pincus), by and among the Issuer, BGL and the other shareholders party thereto, dated as of November 9, 2015, as amended.
Remarks
(6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.