0001660734-23-000108.txt : 20231002 0001660734-23-000108.hdr.sgml : 20231002 20231002092229 ACCESSION NUMBER: 0001660734-23-000108 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230928 FILED AS OF DATE: 20231002 DATE AS OF CHANGE: 20231002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ramdev Niharika CENTRAL INDEX KEY: 0001835143 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37827 FILM NUMBER: 231298140 MAIL ADDRESS: STREET 1: C/O XL HYBRIDS, INC. STREET 2: 145 NEWTON STREET CITY: BOSTON STATE: MA ZIP: 02135 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 wk-form4_1696252941.xml FORM 4 X0508 4 2023-09-28 1 0001660734 Triton International Ltd TRTN 0001835143 Ramdev Niharika C/O TRITON CONTAINER INTERNATIONAL, INC. 100 MANHATTANVILLE ROAD PURCHASE NY 10577 1 0 0 0 0 Common Shares 2023-09-28 4 D 0 3947 D 0 D Disposed of in accordance with the terms of the Agreement and Plan of Merger, dated as of April 11, 2023 (the "Merger Agreement"), by and among the Issuer, Brookfield Infrastructure Corporation ("BIPC"), Thanos Holdings Limited ("Parent") and Thanos MergerSub Limited ("Merger Sub"), pursuant to which, at 8:00 a.m. EST on September 28, 2023, the effective time of the Merger (the "Effective Time"), among other things, Merger Sub merged with and into the Issuer, with the Issuer continuing as a subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the Effective Time, each issued and outstanding Common Share (other than Excluded Shares (as defined in the Merger Agreement)) was cancelled and converted automatically into, at the election of the shareholder as provided in and subject to Section 3.2 of the Merger Agreement, the right to receive either (i) the specified mixture of both cash and shares of class A exchangeable subordinate voting shares of BIPC ("BIPC Shares") equal to $68.50 per Common Share in cash and 0.3895 BIPC Shares, (ii) $83.16, or (iii) 2.21 BIPC Shares. No fractional BIPC shares were issued in connection with the Merger and the holders of Common Shares received cash in lieu of any fractional BIPC Shares resulting from the Merger. /s/Carla Heiss as attorney-in-fact for Niharika Ramdev 2023-10-02