| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
| SCHEDULE 13D | ||
Under
the Securities Exchange Act of 1934
(Amendment No. 6)*
Triton International Limited
(Name of Issuer)
Common Shares, par value $0.01 per share
(Title of Class of Securities)
G9078F107
(CUSIP Number)
Srikanth Balachandran
Bharti Global Limited
53/54 Grosvenor Street
London, United Kingdom, W1K 3HU
Telephone: +44 (0) 203 9949 650
with a copy to:
Jeffrey D. Karpf
Neil R. Markel
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
Telephone: (212) 225-2000
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 2, 2020
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.
* 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 on 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).
SCHEDULE 13D
| CUSIP No. G9078F107 |
| 1 | Names
Of Reporting Persons Bharti Global Limited | ||
| 2 | Check The Appropriate Box If A Member Of A Group (a) ☐ (b) ☒ | ||
| 3 | SEC Use Only | ||
| 4 | Source Of Funds OO | ||
| 5 | Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Item 2(d) or 2(e) ☐ | ||
| 6 | Citizenship Or Place Of Organization Jersey, Channel Islands | ||
| Number Of Shares | 7 | Sole Voting Power -0- | |
| Beneficially Owned By | 8 | Shared Voting Power 7,360,159 | |
| Each Reporting Person | 9 | Sole Dispositive Power -0- | |
| With | 10 | Shared Dispositive Power 7,360,159 | |
| 11 | Aggregate Amount Beneficially Owned By Each Reporting Person 7,360,159 | ||
| 12 | Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares ☐ | ||
| 13 | Percent Of Class Represented By Amount In Row (11) 10.5%* | ||
| 14 | Type Of Reporting Person CO | ||
* The calculation assumes that there are a total of 70,275,947 Common Shares (as defined below) outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “Commission”) on April 24, 2020.
SCHEDULE 13D
| CUSIP No. G9078F107 |
| 1 | Names
Of Reporting Persons Bharti Overseas Private Limited | ||
| 2 | Check The Appropriate Box If A Member Of A Group (a) ☐ (b) ☒ | ||
| 3 | SEC Use Only | ||
| 4 | Source Of Funds OO | ||
| 5 | Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Item 2(d) or 2(e) ☐ | ||
| 6 | Citizenship Or Place Of Organization Delhi, India | ||
| Number Of Shares | 7 | Sole Voting Power -0- | |
| Beneficially Owned By | 8 | Shared Voting Power 7,360,159 | |
| Each Reporting Person | 9 | Sole Dispositive Power -0- | |
| With | 10 | Shared Dispositive Power 7,360,159 | |
| 11 | Aggregate Amount Beneficially Owned By Each Reporting Person 7,360,159 | ||
| 12 | Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares ☐ | ||
| 13 | Percent Of Class Represented By Amount In Row (11) 10.5%* | ||
| 14 | Type Of Reporting Person CO | ||
* The calculation assumes that there are a total of 70,275,947 Common Shares outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on April 24, 2020.
This Amendment No. 6 (this “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on February 27, 2017 (the “Original Schedule 13D” and, as amended and supplemented by Amendment No. 1 to the Schedule 13D filed by the Reporting Persons on September 8, 2017, Amendment No. 2 to the Schedule 13D filed by the Reporting Persons on October 18, 2019, Amendment No. 3 to the Schedule 13D filed by the Reporting Persons on October 31, 2019, Amendment No. 4 to the Schedule 13D filed by the Reporting Persons on February 20, 2020, Amendment No. 5 to the Schedule 13D filed by the Reporting Persons on May 7, 2020 (the “Prior Amendment”) and this Amendment, this “Schedule 13D”) with respect to the Common Shares of the Issuer. Capitalized terms used in this Amendment and not otherwise defined herein shall have the same meanings ascribed to them in the Original Schedule 13D.
| Item 5. | Interests in Securities of the Issuer. |
This Amendment amends and restates Item 5 of the Schedule 13D in its entirety as set forth below:
“The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement and the information set forth or incorporated in Items 2, 4 and 6 is incorporated by reference in its entirety into this Item 5.
(a) and (b).
The following disclosure assumes that there is a total of 70,275,947 Common Shares outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on April 24, 2020.
Pursuant to Rule 13d-3 under the Act, the Reporting Persons may be deemed to beneficially own, in the aggregate, 7,360,159 Common Shares, which constitutes approximately 10.5% of the outstanding Common Shares.
Except as set forth in this Statement, to the knowledge of the Reporting Persons, none of the persons named in Schedule I beneficially owns any Common Shares.
Pursuant to Rule 13d-4 of the Act, BOPL herein states that this Schedule 13D shall not be deemed an admission that it is the beneficial owner of any of the Common Shares of the Issuer reported in this Schedule 13D. BOPL disclaims beneficial ownership of the Common Shares of the Issuer, except to the extent of its pecuniary interest in such Common Shares.
(c) On May 7, 2020, BGL sold 49,979 Common Shares beneficially owned by the Reporting Persons in multiple open market transactions ranging from $30.00 to $30.24 per Common Share, with a weighted average price of $30.0503 per Common Share. On May 8, 2020, BGL sold 209,597 Common Shares beneficially owned by the Reporting Persons in multiple open market transactions ranging from $30.15 to $30.68 per Common Share, with a weighted average price of $30.4286 per Common Share. On May 20, 2020, BGL sold 204,500 Common Shares beneficially owned by the Reporting Persons in multiple open market transactions ranging from $30.00 to $30.44 per Common Share, with a weighted average price of $30.1019 per Common Share. On May 21, 2020, BGL sold 18,311 Common Shares beneficially owned by the Reporting Persons in multiple open market transactions ranging from $30.00 to $30.485 per Common Share, with a weighted average price of $30.0695 per Common Share. On May 26, 2020, BGL sold 36,539 Common Shares beneficially owned by the Reporting Persons in multiple open market transactions ranging from $30.96 to $31.55 per Common Share, with a weighted average price of $31.2493 per Common Share. On May 27, 2020, BGL sold 50,572 Common Shares beneficially owned by the Reporting Persons in multiple open market transactions ranging from $31.42 to $32.29 per Common Share, with a weighted average price of $31.9929 per Common Share. On May 28, 2020, BGL sold 23,323 Common Shares beneficially owned by the Reporting Persons in multiple open market transactions ranging from $31.43 to $32.15 per Common Share, with a weighted average price of $31.7817 per Common Share. On May 28, 2020, BGL sold 22,905 Common Shares beneficially owned by the Reporting Persons in multiple open market transactions ranging from $30.83 to $31.58 per Common Share, with a weighted average price of $31.1713 per Common Share. On May 29, 2020, BGL sold 42,030 Common Shares beneficially owned by the Reporting Persons in multiple open market transactions ranging from $30.06 to $30.82 per Common Share, with a weighted average price of $30.3932 per Common Share. On June 1, 2020, BGL sold 31,675 Common Shares beneficially owned by the Reporting Persons in multiple open market transactions ranging from $30.83 to $31.66 per Common Share, with a weighted average price of $31.1015 per Common Share. On June 2, 2020, BGL sold 51,000 Common Shares beneficially owned by the Reporting Persons in multiple open market transactions ranging from $31.11 to $31.93 per Common Share, with a weighted average price of $31.5608 per Common Share. On June 3, 2020, BGL sold 80,000 Common Shares beneficially owned by the Reporting Persons in multiple open market transactions ranging from $32.60 to $33.17 per Common Share, with a weighted average price of $32.9820 per Common Share.
The Reporting Persons undertake to provide the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of Common Shares sold at each separate price within the ranges above.
Except as set forth in the Prior Amendment and this Amendment, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, none of the persons named in Schedule I, has engaged in any transaction during the past 60 days in any Common Shares.
(d) To the best knowledge of the Reporting Persons, and other than as described herein, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Shares reported herein as beneficially owned by the Reporting Persons.
(e) Not applicable.”
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
Dated: June 4, 2020
| BHARTI GLOBAL LIMITED | ||
| By: | /s/ Srikanth Balachandran | |
| Name: | Srikanth Balachandran | |
| Title: | Authorized Signatory | |
| BHARTI OVERSEAS PRIVATE LIMITED | ||
| By: | /s/ Puneet Tandon | |
| Name: | Puneet Tandon | |
| Title: | Authorized Signatory | |