SCHEDULE 13G

(Amendment No. 2)

INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2*

Triton International Limited

(Name of Issuer)

Common shares, par value $0.01 per share

(Title of Class of Securities)

G9078F107

(CUSIP Number)

                        December 31, 2018                        

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to any Common Shares (as defined in Item 2(d) of this Schedule 13G) of the Issuer other than the Common Shares of the Issuer owned of record by such Warburg Pincus Reporting Person.

(2) Calculations are based on 79,874,665 Common Shares outstanding, as of October 31, 2018, as reported in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission (the “Commission”) on November 6, 2018.

(1) Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to any Common Shares (as defined in Item 2(d) of this Schedule 13G) of the Issuer other than the Common Shares of the Issuer owned of record by such Warburg Pincus Reporting Person.

(2) Calculations are based on 79,874,665 Common Shares outstanding, as of October 31, 2018, as reported in the Form 10-Q of the Issuer filed with the Commission on November 6, 2018.

(1) Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to any Common Shares (as defined in Item 2(d) of this Schedule 13G) of the Issuer other than the Common Shares of the Issuer owned of record by such Warburg Pincus Reporting Person.

(2) Calculations are based on 79,874,665 Common Shares outstanding, as of October 31, 2018, as reported in the Form 10-Q of the Issuer filed with the Commission on November 6, 2018.

(1) Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to any Common Shares (as defined in Item 2(d) of this Schedule 13G) of the Issuer other than the Common Shares of the Issuer owned of record by such Warburg Pincus Reporting Person.

(2) Calculations are based on 79,874,665 Common Shares outstanding, as of October 31, 2018, as reported in the Form 10-Q of the Issuer filed with the Commission on November 6, 2018.

(1) Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to any Common Shares (as defined in Item 2(d) of this Schedule 13G) of the Issuer other than the Common Shares of the Issuer owned of record by such Warburg Pincus Reporting Person.

(2) Calculations are based on 79,874,665 Common Shares outstanding, as of October 31, 2018, as reported in the Form 10-Q of the Issuer filed with the Commission on November 6, 2018.

(1) Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to any Common Shares (as defined in Item 2(d) of this Schedule 13G) of the Issuer other than the Common Shares of the Issuer owned of record by such Warburg Pincus Reporting Person.

(2) Calculations are based on 79,874,665 Common Shares outstanding, as of October 31, 2018, as reported in the Form 10-Q of the Issuer filed with the Commission on November 6, 2018.

(1) Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to any Common Shares (as defined in Item 2(d) of this Schedule 13G) of the Issuer other than the Common Shares of the Issuer owned of record by such Warburg Pincus Reporting Person.

(2) Calculations are based on 79,874,665 Common Shares outstanding, as of October 31, 2018, as reported in the Form 10-Q of the Issuer filed with the Commission on November 6, 2018.

(1) Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to any Common Shares (as defined in Item 2(d) of this Schedule 13G) of the Issuer other than the Common Shares of the Issuer owned of record by such Warburg Pincus Reporting Person.

(2) Calculations are based on 79,874,665 Common Shares outstanding, as of October 31, 2018, as reported in the Form 10-Q of the Issuer filed with the Commission on November 6, 2018.

(1) Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to any Common Shares (as defined in Item 2(d) of this Schedule 13G) of the Issuer other than the Common Shares of the Issuer owned of record by such Warburg Pincus Reporting Person.

(2) Calculations are based on 79,874,665 Common Shares outstanding, as of October 31, 2018, as reported in the Form 10-Q of the Issuer filed with the Commission on November 6, 2018.

(1) Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to any Common Shares (as defined in Item 2(d) of this Schedule 13G) of the Issuer other than the Common Shares of the Issuer owned of record by such Warburg Pincus Reporting Person.

(2) Calculations are based on 79,874,665 Common Shares outstanding, as of October 31, 2018, as reported in the Form 10-Q of the Issuer filed with the Commission on November 6, 2018.

(1) Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to any Common Shares (as defined in Item 2(d) of this Schedule 13G) of the Issuer other than the Common Shares of the Issuer owned of record by such Warburg Pincus Reporting Person.

(2) Calculations are based on 79,874,665 Common Shares outstanding, as of October 31, 2018, as reported in the Form 10-Q of the Issuer filed with the Commission on November 6, 2018.

(1) Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to any Common Shares (as defined in Item 2(d) of this Schedule 13G) of the Issuer other than the Common Shares of the Issuer owned of record by such Warburg Pincus Reporting Person.

(2) Calculations are based on 79,874,665 Common Shares outstanding, as of October 31, 2018, as reported in the Form 10-Q of the Issuer filed with the Commission on November 6, 2018.

(1) Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to any Common Shares (as defined in Item 2(d) of this Schedule 13G) of the Issuer other than the Common Shares of the Issuer owned of record by such Warburg Pincus Reporting Person.

(2) Calculations are based on 79,874,665 Common Shares outstanding, as of October 31, 2018, as reported in the Form 10-Q of the Issuer filed with the Commission on November 6, 2018.

(1) Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to any Common Shares (as defined in Item 2(d) of this Schedule 13G) of the Issuer other than the Common Shares of the Issuer owned of record by such Warburg Pincus Reporting Person.

(2) Calculations are based on 79,874,665 Common Shares outstanding, as of October 31, 2018, as reported in the Form 10-Q of the Issuer filed with the Commission on November 6, 2018.

(1) Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to any Common Shares (as defined in Item 2(d) of this Schedule 13G) of the Issuer other than the Common Shares of the Issuer owned of record by such Warburg Pincus Reporting Person.

(2) Calculations are based on 79,874,665 Common Shares outstanding, as of October 31, 2018, as reported in the Form 10-Q of the Issuer filed with the Commission on November 6, 2018.

SCHEDULE 13G  

This Amendment No. 2 (this “Amendment”) amends and restates in its entirety the Schedule 13G filed by the Warburg Pincus Reporting Persons (as defined below) on February 14, 2017 (the “Original Schedule 13G” and as amended by Amendment No.1 and this Amendment, this “Schedule 13G”).

Triton International Limited (the “Issuer”).

22 Victoria Street

Hamilton HM12, Bermuda

The shareholders of the Issuer are (i) Warburg Pincus X Partners, L.P., a Delaware limited partnership (“WP X Partners”), (ii) Warburg Pincus (Callisto-II) Private Equity X, L.P., a Delaware limited partnership (“WP Callisto-II”), (iii) Warburg Pincus (Europa-II) Private Equity X, L.P., a Delaware limited partnership (“WP Europa-II”), and (iv) Warburg Pincus (Ganymede-II) Private Equity X, L.P., a Delaware limited partnership (“WP Ganymede-II”, together with WP X Partners, WP Callisto-II and WP Europa-II, the “WP Shareholders”). Warburg Pincus (Europa) X LLC, a Delaware limited liability company (“WP Europa”), is the general partner of WP Europa II. Warburg Pincus (Ganymede) X LLC, a Delaware limited liability company (“WP Ganymede”), is the general partner of WP Ganymede II. Warburg Pincus X, L.P., a Delaware limited partnership (“WP X LP”), is (i) the general partner of WP X Partners and WP Callisto-II, and (ii) the sole member of WP Europa and WP Ganymede. Warburg Pincus X GP L.P., a Delaware limited partnership (“WP X GP”), is the general partner of WP X LP. WPP GP LLC, a Delaware limited liability company (“WPP GP”), is the general partner of WP X GP. Warburg Pincus Partners, L.P., a Delaware limited partnership (“WP Partners”), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company (“WPP GP LLC”), is the general partner of WP Partners. Warburg Pincus & Co., a New York general partnership (“WP”), is the managing member of WPP GP LLC. Warburg Pincus LLC, a New York limited liability company (“WP LLC”, and together with the WP Shareholders, WP Europa, WP Ganymede, WP X LP, WP X GP, WPP GP, WP Partners, WPP GP LLC and WP, the “Warburg Pincus Entities”), is the manager of the WP Shareholders.

Charles R. Kaye and Joseph P. Landy, each a United States citizen, Managing General Partner of WP and Managing Member and Co-Chief Executive Officer of WP LLC, may be deemed to control the Warburg Pincus Entities. Each of Messrs. Kaye and

Landy expressly disclaim beneficial ownership of all Common Shares held by the Warburg Pincus Entities.

Each of Messrs. Kaye and Landy, together with the Warburg Pincus Entities, are collectively referred to herein as the “Warburg Pincus Reporting Persons”. This Schedule 13G is filed on behalf of the Warburg Pincus Reporting Persons.

Items 2(b). Address of Principal Business Office or, if none, Residence:

The principal business address of each of the Warburg Pincus Reporting Persons is 450 Lexington Avenue, New York, New York 10017.

Items 2(c). Citizenship:

See Item 2(a).

Common shares, par value $0.01 per share (the “Common Shares”).

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

☒ Not Applicable

Item 4. Ownership

The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page hereto for each Warburg Pincus Reporting Person and is incorporated herein by reference for each such Warburg Pincus Reporting Person.

On November 9, 2015, the WP Shareholders and ICIL Triton Holdings, L.P., a Bermuda exempted limited partnership (“ICIL-Triton”) entered into that certain Sponsor Shareholders Agreement (Warburg Pincus) by and among (i) the Issuer, (ii) the WP Shareholders, (iii) ICIL-Triton and (iv) Tulip Growth PCC Limited, a protected cell company formed under the laws of Guernsey (“Tulip”) (as amended, the “Shareholders Agreement”). On December 20, 2016, Bharti Global Limited, a private limited company formed under the laws of Jersey (“BGL”, together with the WP Shareholders, ICIL-Triton and Tulip, the “Sponsor Shareholder Group”) entered into a joinder agreement to the Shareholders Agreement. The Shareholders Agreement sets forth certain governance arrangements and contains various provisions relating to, among other things, board designation rights, the acquisition of additional equity interests in the Issuer, prohibitions on taking certain actions relating to the Issuer, transfer restrictions, voting agreements and registration rights. The Sponsor Shareholder Group holds an aggregate total of 15,413,380 Common Shares of the Issuer (approximately 19.2% of the outstanding Common Shares of the Issuer), 7,132,790 of which were held by Warburg Pincus Reporting Persons as of December 31, 2018. The foregoing is calculated based upon the 8,280,590 Common Shares of the Issuer beneficially owned by BGL as of November 5, 2018, as reported in the Form 4 of BGL filed with the Commission on November 5, 2018.

Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to any Common Shares of the Issuer other than the Common Shares of the Issuer owned of record by such Warburg Pincus Reporting Person.

In addition, by virtue of the rights and obligations under the Shareholders Agreement, the Warburg Pincus Reporting Persons, BGL and Tulip may each be deemed to be a member of a “group” for purposes of Section 13(d) of the Exchange Act. This filing shall not be deemed an admission that the Warburg Pincus Reporting Persons, BGL and Tulip constitute a “group” for purposes of Section 13(d) of the Exchange Act, and

the Warburg Pincus Reporting Persons expressly disclaim membership in any such group.

The percentages used herein are calculated based upon the 79,874,665 Common Shares of the Issuer outstanding, as of October 31, 2018, as reported in the Form 10-Q of the Issuer filed with the Commission on November 6, 2018.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Other than as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, in excess of 5% of the total outstanding Common Shares.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security

Being Reported on by the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

The Warburg Pincus Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)-3 of the Exchange Act. The joint filing agreement among the Warburg Pincus Reporting Persons to file this Schedule 13G jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 99.1. Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to any Common Shares of the Issuer other than the Common Shares of the Issuer owned of record by such Warburg Pincus Reporting Person.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

Not applicable.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: [●], 2019

WARBURG PINCUS X PARTNERS, L.P.

By: Warburg Pincus X, L.P.

Its: General Partner

By: Warburg Pincus X GP L.P.

Its: General Partner

By: WPP GP LLC

Its: General Partner

By: Warburg Pincus Partners, L.P.

Its: Managing Member

By: Warburg Pincus Partners GP LLC

Its: General Partner

By: Warburg Pincus & Co.

Its: Managing Member

By: /s/ Robert B. Knauss

Name: Robert B. Knauss

Title: Partner

WARBURG PINCUS (CALLISTO-II) PRIVATE EQUITY X, L.P.

By: Warburg Pincus X, L.P.

Its: General Partner

By: Warburg Pincus X GP L.P.

Its: General Partner

By: WPP GP LLC

Its: General Partner

By: Warburg Pincus Partners, L.P.

Its: Managing Member

By: Warburg Pincus Partners GP LLC

Its: General Partner

By: Warburg Pincus & Co.

Its: Managing Member

By: /s/ Robert B. Knauss

Name: Robert B. Knauss

Title: Partner

WARBURG PINCUS (EUROPA-II) PRIVATE EQUITY X, L.P.

By: Warburg Pincus (Europa) X LLC

Its: General Partner

By: Warburg Pincus X, L.P.

Its: Sole Member

By: Warburg Pincus X GP L.P.

Its: General Partner

By: WPP GP LLC

Its: General Partner

By: Warburg Pincus Partners, L.P.

Its: Managing Member

By: Warburg Pincus Partners GP LLC

Its: General Partner

By: Warburg Pincus & Co.

Its: Managing Member

By: /s/ Robert B. Knauss

Name: Robert B. Knauss

Title: Partner

WARBURG PINCUS (GANYMEDE-II) PRIVATE EQUITY X, L.P.

By: Warburg Pincus (Ganymede) X LLC

Its: General Partner

By: Warburg Pincus X, L.P.

Its: Sole Member

By: Warburg Pincus X GP L.P.

Its: General Partner

By: WPP GP LLC

Its: General Partner

By: Warburg Pincus Partners, L.P.

Its: Managing Member

By: Warburg Pincus Partners GP LLC

Its: General Partner

By: Warburg Pincus & Co.

Its: Managing Member

By: /s/ Robert B. Knauss

Name: Robert B. Knauss

Title: Partner

WARBURG PINCUS (EUROPA) X LLC

By: Warburg Pincus X, L.P.

Its: Sole Member

By: Warburg Pincus X GP L.P.

Its: General Partner

By: WPP GP LLC

Its: General Partner

By: Warburg Pincus Partners, L.P.

Its: Managing Member

By: Warburg Pincus Partners GP LLC

Its: General Partner

By: Warburg Pincus & Co.

Its: Managing Member

By: /s/ Robert B. Knauss

Name: Robert B. Knauss

Title: Partner

WARBURG PINCUS (GANYMEDE) X LLC

By: Warburg Pincus X, L.P.

Its: Sole Member

By: Warburg Pincus X GP L.P.

Its: General Partner

By: WPP GP LLC

Its: General Partner

By: Warburg Pincus Partners, L.P.

Its: Managing Member

By: Warburg Pincus Partners GP LLC

Its: General Partner

By: Warburg Pincus & Co.

Its: Managing Member

By: /s/ Robert B. Knauss

Name: Robert B. Knauss

Title: Partner

WARBURG PINCUS X, L.P.

By: Warburg Pincus X GP L.P.

Its: General Partner

By: WPP GP LLC

Its: General Partner

By: Warburg Pincus Partners, L.P.

Its: Managing Member

By: Warburg Pincus Partners GP LLC

Its: General Partner

By: Warburg Pincus & Co.

Its: Managing Member

By: /s/ Robert B. Knauss

Name: Robert B. Knauss

Title: Partner

WARBURG PINCUS X GP L.P.

By: WPP GP LLC

Its: General Partner

By: Warburg Pincus Partners, L.P.

Its: Managing Member

By: Warburg Pincus Partners GP LLC

Its: General Partner

By: Warburg Pincus & Co.

Its: Managing Member

By: /s/ Robert B. Knauss

Name: Robert B. Knauss

Title: Partner

WPP GP LLC

By: Warburg Pincus Partners, L.P.

Its: Managing Member

By: Warburg Pincus Partners GP LLC

Its: General Partner

By: Warburg Pincus & Co.

Its: Managing Member

By: /s/ Robert B. Knauss

Name: Robert B. Knauss

Title: Partner

WARBURG PINCUS PARTNERS, L.P.

By: Warburg Pincus Partners GP LLC

Its: General Partner

By: Warburg Pincus & Co.

Its: Managing Member

By: /s/ Robert B. Knauss

Name: Robert B. Knauss

Title: Partner

WARBURG PINCUS PARTNERS GP LLC

By: Warburg Pincus & Co.

Its: Managing Member

By: /s/ Robert B. Knauss

Name: Robert B. Knauss

Title: Partner

WARBURG PINCUS & CO.

By: /s/ Robert B. Knauss

Name: Robert B. Knauss

Title: Partner

WARBURG PINCUS LLC

By: /s/ Robert B. Knauss

Name: Robert B. Knauss

Title: Managing Director

CHARLES R. KAYE

By: /s/ Robert B. Knauss

Name: Robert B. Knauss

Title: Attorney-in-fact*

JOSEPH P. LANDY

By: /s/ Robert B. Knauss

Name: Robert B. Knauss

Title: Attorney-in-fact*

* The Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities and Exchange Commission on July 12, 2016 as an exhibit to a beneficial ownership report on Schedule 13D filed by Warburg Pincus LLC with respect to WEX Inc. and is hereby incorporated by reference.

EXHIBIT INDEX

Exhibit 99.1 Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.*

________

* Incorporated herein by reference to the Joint Filing Agreement by and among the Warburg Pincus Reporting Persons, dated as of February 14, 2017, which was previously filed with the Commission as Exhibit 99.1 to the Original Schedule 13G on February 14, 2017.