F1On May 10, 2017, 5,525 common shares (the "Common Shares") of Triton International Limited (the "Issuer") were issued to Vestar Capital Partners LLC ("VCP") for director services provided by Robert Rosner to the Issuer. Mr. Rosner is a director of the Issuer and the designee to the Board of Directors of the Issuer by the Vestar Reporting Persons (as defined herein).
F2Shareholders of the Issuer include: (i) Vestar/Triton Investments III, L.P. ("Vestar Investments"), (ii) Vestar-Triton (Gibco) Limited ("Vestar Gibco") and (iii) VCP (solely with respect to 12,250 Common Shares). VCP, Vestar Investments and Vestar Gibco are collectively referred to as "Vestar Shareholders".
F3Triton-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 has voting and investment power over the securities held or controlled by each of Vestar Investments and Vestar Gibco.
F4Daniel 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 be deemed to share beneficial ownership of the securities held directly by the aforementioned Vestar entities. Mr. O'Connell is the sole beneficial owner of VCP and as a result he may be deemed to share beneficial ownership of the securities held by VCP.
F5Pursuant 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.
F6Information 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.
F7Solely 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 be 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.
F8The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.