0001387131-20-008779.txt : 20201005
0001387131-20-008779.hdr.sgml : 20201005
20201005175300
ACCESSION NUMBER: 0001387131-20-008779
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201001
FILED AS OF DATE: 20201005
DATE AS OF CHANGE: 20201005
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: 201224793
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: 201224794
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: 201224795
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: 201224796
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: 201224797
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: 201224798
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: 201224799
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: 201224800
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: 201224801
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
ownership.xml
OWNERSHIP DOCUMENT
X0306
4
2020-10-01
1
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
2020-10-01
4
S
0
10706982
37.62
D
0
D
Represents common shares (the "Common Shares") of Triton International Limited (the "Issuer") sold in an underwritten offering.
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.
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".
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.
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.
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 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.
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
2020-10-05
VESTAR-TRITON (GIBCO) LTD, /s/ DANIEL S. O'CONNELL, Attorney-in-fact
2020-10-05
VESTAR CAPITAL PARTNERS LLC, /s/ BRENDAN J. SPILLANE, Managing Director, Chief Financial Officer
2020-10-05
Triton-Vestar Luxco S.a.r.L., /s/ DANIEL S. O'CONNELL, Attorney-in-fact
2020-10-05
Vestar/Triton Investments Holdings L.P., /s/ DANIEL S. O'CONNELL, Attorney-in-fact
2020-10-05
Vestar Capital Partners V L P, /s/ DANIEL S. O'CONNELL, Attorney-in-fact
2020-10-05
VESTAR ASSOCIATES V, L.P., /s/ DANIEL S. O'CONNELL, Attorney-in-fact
2020-10-05
VESTAR MANAGERS V LTD., /s/ DANIEL S. O'CONNELL, Attorney-in-fact
2020-10-05
DANIEL S. O'CONNELL, /s/ DANIEL S. O'CONNELL
2020-10-05