Triton International Limited (TRTN-PD) Form 3 Triton International / Simon R Vernon ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Vernon Simon R

(Last) (First) (Middle)

C/O TAL INTERNATIONAL GROUP, INC.

100 MANHATTANVILLE ROAD

(Street)

PURCHASE NY 10577

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/12/2016

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

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	91,687(1)	D
Common Shares	16,522(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Mr. Vernon's 114,802.33 shares of Triton Container International Limited ("Triton") were exchanged for 91,687 shares of Issuer pursuant to the Transaction Agreement dated November 9, 2015 between Triton, Issuer, TAL International Group, Inc. ("TAL"), Ocean Bermuda Sub Limited ("Bermuda Sub"), and Ocean Delaware Sub, Inc. ("Delaware Sub") in which Bermuda Sub merged with and into Triton with Triton surviving the merger as a wholly owned subsidiary of Issuer and Delaware Sub merged with and into TAL with TAL surviving the merger as a wholly owned subsidiary Issuer (the "Transaction Agreement").

2. Mr. Vernon was granted 20,686.80 restricted shares of Triton on July 8, 2016, which were exchanged for 16,522 restricted shares of Issuer pursuant to the Transaction Agreement.

	Marc Pearlin as attorney-in-fact for Simon R. Vernon	07/12/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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