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