0001387131-20-004083.txt : 20200423 0001387131-20-004083.hdr.sgml : 20200423 20200423165321 ACCESSION NUMBER: 0001387131-20-004083 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200421 FILED AS OF DATE: 20200423 DATE AS OF CHANGE: 20200423 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vestar/Triton Investments III, L.P. CENTRAL INDEX KEY: 0001679360 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37827 FILM NUMBER: 20811672 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212-351-1600 MAIL ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vestar-Triton (Gibco) Ltd CENTRAL INDEX KEY: 0001679305 STATE OF INCORPORATION: J1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37827 FILM NUMBER: 20811673 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212-351-1600 MAIL ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VESTAR CAPITAL PARTNERS LLC CENTRAL INDEX KEY: 0001537430 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37827 FILM NUMBER: 20811674 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE, 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212-351-1600 MAIL ADDRESS: STREET 1: 245 PARK AVENUE, 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 FORMER NAME: FORMER CONFORMED NAME: VESTAR CAPITAL PARTNERS DATE OF NAME CHANGE: 20111215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Triton-Vestar Luxco S.a.r.L CENTRAL INDEX KEY: 0001679374 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37827 FILM NUMBER: 20811675 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212-351-1600 MAIL ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vestar/Triton Investments Holdings L.P. CENTRAL INDEX KEY: 0001679376 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37827 FILM NUMBER: 20811676 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212-351-1600 MAIL ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vestar Capital Partners V L P CENTRAL INDEX KEY: 0001331338 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37827 FILM NUMBER: 20811677 BUSINESS ADDRESS: STREET 1: 245 PARK AVE 41ST FL CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212-351-1600 MAIL ADDRESS: STREET 1: 245 PARK AVE 41ST FL CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VESTAR ASSOCIATES V, L.P. CENTRAL INDEX KEY: 0001416153 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37827 FILM NUMBER: 20811678 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE, 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212-351-1600 MAIL ADDRESS: STREET 1: 245 PARK AVENUE, 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VESTAR MANAGERS V LTD. CENTRAL INDEX KEY: 0001416152 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37827 FILM NUMBER: 20811679 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE, 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212-351-1600 MAIL ADDRESS: STREET 1: 245 PARK AVENUE, 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OCONNELL DANIEL S CENTRAL INDEX KEY: 0001263034 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37827 FILM NUMBER: 20811680 MAIL ADDRESS: STREET 1: C/O VESTAR CAPITAL PARTNERS STREET 2: 245 PARK AVE 41ST FL CITY: NEW YORK STATE: NY ZIP: 10167 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Triton International Ltd CENTRAL INDEX KEY: 0001660734 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 981276572 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: VICTORIA PLACE, 5TH FLOOR STREET 2: 31 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM 10 BUSINESS PHONE: (914) 697-2900 MAIL ADDRESS: STREET 1: VICTORIA PLACE, 5TH FLOOR STREET 2: 31 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM 10 4 1 triton-form4_042120.xml OWNERSHIP DOCUMENT X0306 4 2020-04-21 0 0001660734 Triton International Ltd TRTN 0001679360 Vestar/Triton Investments III, L.P. C/O VESTAR CAPITAL PARTNERS LLC 245 PARK AVENUE, 41ST FLOOR NEW YORK NY 10167 1 0 1 0 0001679305 Vestar-Triton (Gibco) Ltd C/O VESTAR CAPITAL PARTNERS LLC 245 PARK AVENUE, 41ST FLOOR NEW YORK NY 10167 1 0 1 0 0001537430 VESTAR CAPITAL PARTNERS LLC C/O VESTAR CAPITAL PARTNERS LLC 245 PARK AVENUE, 41ST FLOOR NEW YORK NY 10167 1 0 1 0 0001679374 Triton-Vestar Luxco S.a.r.L C/O VESTAR CAPITAL PARTNERS LLC 245 PARK AVENUE, 41ST FLOOR NEW YORK NY 10167 1 0 1 0 0001679376 Vestar/Triton Investments Holdings L.P. C/O VESTAR CAPITAL PARTNERS LLC 245 PARK AVENUE, 41ST FLOOR NEW YORK NY 10167 1 0 1 0 0001331338 Vestar Capital Partners V L P C/O VESTAR CAPITAL PARTNERS LLC 245 PARK AVENUE, 41ST FLOOR NEW YORK NY 10167 1 0 1 0 0001416153 VESTAR ASSOCIATES V, L.P. C/O VESTAR CAPITAL PARTNERS LLC 245 PARK AVENUE, 41ST FLOOR NEW YORK NY 10167 1 0 1 0 0001416152 VESTAR MANAGERS V LTD. C/O VESTAR CAPITAL PARTNERS LLC 245 PARK AVENUE, 41ST FLOOR NEW YORK NY 10167 1 0 1 0 0001263034 OCONNELL DANIEL S C/O VESTAR CAPITAL PARTNERS LLC 245 PARK AVENUE, 41ST FLOOR NEW YORK NY 10167 1 0 1 0 Common Shares 2020-04-21 4 A 0 4677 0 A 10706984 D On April 21, 2020, 4,677 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). 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 29, 2019 (the "Prior Form 4") was incorrectly reported as 10,702,305. The Vestar Reporting Persons beneficially owned 10,702,307 Common Shares of the Issuer following the transaction reported on the Prior Form 4. Shareholders 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 26,457 Common Shares). 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 has 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 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. 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 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. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act /s/ DANIEL S. O'CONNELL, Attorney-in-fact 2020-04-23 /s/ DANIEL S. O'CONNELL, Attorney-in-fact 2020-04-23 /s/ BRENDAN J. SPILLANE, Managing Director, Chief Financial Officer 2020-04-23 /s/ DANIEL S. O'CONNELL, Attorney-in-fact 2020-04-23 /s/ DANIEL S. O'CONNELL, Attorney-in-fact 2020-04-23 /s/ DANIEL S. O'CONNELL, Attorney-in-fact 2020-04-23 /s/ DANIEL S. O'CONNELL, Attorney-in-fact 2020-04-23 /s/ DANIEL S. O'CONNELL, Attorney-in-fact 2020-04-23 /s/ DANIEL S. O'CONNELL 2020-04-23