Vestar Capital Partners Form 4 Triton International / Luxco S.a.r.L Triton-Vestar ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Vestar/Triton Investments III, L.P.

(Last) (First) (Middle)

C/O VESTAR CAPITAL PARTNERS LLC

245 PARK AVENUE, 41ST FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Triton International Ltd [ TRTN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	10/01/2020		S		10,706,982(1)	D	$37.62	0(2)	D(3)(4)(5)(6)(7)(8)(9)

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 Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Vestar/Triton Investments III, L.P.

(Last) (First) (Middle)

C/O VESTAR CAPITAL PARTNERS LLC

245 PARK AVENUE, 41ST FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vestar-Triton (Gibco) Ltd

(Last) (First) (Middle)

C/O VESTAR CAPITAL PARTNERS LLC

245 PARK AVENUE, 41ST FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VESTAR CAPITAL PARTNERS LLC

(Last) (First) (Middle)

C/O VESTAR CAPITAL PARTNERS LLC

245 PARK AVENUE, 41ST FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Triton-Vestar Luxco S.a.r.L

(Last) (First) (Middle)

C/O VESTAR CAPITAL PARTNERS LLC

245 PARK AVENUE, 41ST FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vestar/Triton Investments Holdings L.P.

(Last) (First) (Middle)

C/O VESTAR CAPITAL PARTNERS LLC

245 PARK AVENUE, 41ST FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vestar Capital Partners V L P

(Last) (First) (Middle)

C/O VESTAR CAPITAL PARTNERS LLC

245 PARK AVENUE, 41ST FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VESTAR ASSOCIATES V, L.P.

(Last) (First) (Middle)

C/O VESTAR CAPITAL PARTNERS LLC

245 PARK AVENUE, 41ST FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VESTAR MANAGERS V LTD.

(Last) (First) (Middle)

C/O VESTAR CAPITAL PARTNERS LLC

245 PARK AVENUE, 41ST FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

OCONNELL DANIEL S

(Last) (First) (Middle)

C/O VESTAR CAPITAL PARTNERS LLC

245 PARK AVENUE, 41ST FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

Explanation of Responses:

1. Represents common shares (the "Common Shares") of Triton International Limited (the "Issuer") sold in an underwritten offering.

2. 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.

3. 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".

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

	Vestar/Triton Investments III, L.P, ./s/ DANIEL S. O'CONNELL, Attorney-in-fact	10/05/2020
	VESTAR-TRITON (GIBCO) LTD, /s/ DANIEL S. O'CONNELL, Attorney-in-fact	10/05/2020
	VESTAR CAPITAL PARTNERS LLC, /s/ BRENDAN J. SPILLANE, Managing Director, Chief Financial Officer	10/05/2020
	Triton-Vestar Luxco S.a.r.L., /s/ DANIEL S. O'CONNELL, Attorney-in-fact	10/05/2020
	Vestar/Triton Investments Holdings L.P., /s/ DANIEL S. O'CONNELL, Attorney-in-fact	10/05/2020
	Vestar Capital Partners V L P, /s/ DANIEL S. O'CONNELL, Attorney-in-fact	10/05/2020
	VESTAR ASSOCIATES V, L.P., /s/ DANIEL S. O'CONNELL, Attorney-in-fact	10/05/2020
	VESTAR MANAGERS V LTD., /s/ DANIEL S. O'CONNELL, Attorney-in-fact	10/05/2020
	DANIEL S. O'CONNELL, /s/ DANIEL S. O'CONNELL	10/05/2020
	** Signature of Reporting Person	Date
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