Sec Form 3 Filing - BROOKFIELD Corp /ON/ @ Triton International Ltd - 2023-09-28

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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
BROOKFIELD Corp /ON/
2. Issuer Name and Ticker or Trading Symbol
Triton International Ltd [ TRTN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
BROOKFIELD PLACE, 181 BAY ST SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
09/28/2023
(Street)
TORONTO ONTARIO, A6M5J2T3
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Shares, par value $0.01 per share 101,158,891 ( 1 ) I See Footnotes ( 2 ) ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BROOKFIELD Corp /ON/
BROOKFIELD PLACE
181 BAY ST SUITE 100
TORONTO ONTARIO, A6M5J2T3
X
BAM Partners Trust
C/O BROOKFIELD CORPORATION
BROOKFIELD PLACE 181 BAY ST SUITE 100
TORONTO ONTARIO, A6M5J2T3
X
BIPC Holding LP
C/O BROOKFIELD CORPORATION
BROOKFIELD PLACE 181 BAY ST SUITE 100
TORONTO ONTARIO, A6M5J2T3
X
BIPC GP Holdings Inc.
C/O BROOKFIELD CORPORATION
BROOKFIELD PLACE 181 BAY ST SUITE 100
TORONTO ONTARIO, A6M5J2T3
X
Brookfield Infrastructure Partners L.P.
C/O BROOKFIELD CORPORATION
BROOKFIELD PLACE 181 BAY ST SUITE 100
TORONTO ONTARIO, A6M5J2T3
X
Brookfield Infrastructure Partners Ltd
C/O BROOKFIELD CORPORATION
BROOKFIELD PLACE 181 BAY ST SUITE 100
TORONTO ONTARIO, A6M5J2T3
X
Brookfield Infrastructure Corp
C/O BROOKFIELD CORPORATION
BROOKFIELD PLACE 181 BAY ST SUITE 100
TORONTO ONTARIO, A6M5J2T3
X
BIF V Bermuda GP Ltd
C/O BROOKFIELD CORPORATION
BROOKFIELD PLACE 181 BAY ST SUITE 100
TORONTO ONTARIO, A6M5J2T3
X
BIF V Carry Splitter L.P.
C/O BROOKFIELD CORPORATION
BROOKFIELD PLACE 181 BAY ST SUITE 100
TORONTO ONTARIO, A6M5J2T3
X
BIF V Thanos Carry L.P.
C/O BROOKFIELD CORPORATION
BROOKFIELD PLACE 181 BAY ST SUITE 100
TORONTO ONTARIO, A6M5J2T3
X
Signatures
/s/ See Signatures Included in Exhibit 99.2 10/10/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )See Exhibit 99.1 for text of footnote (1).
( 2 )See Exhibit 99.1 for text of footnote (2).
( 3 )See Exhibit 99.1 for text of footnote (3).

Remarks:
On September 28, 2023, Brookfield Infrastructure Corporation, a corporation organized under the laws of the Province of British Columbia, Canada ("BIPC"), Thanos Holdings Limited, an exempted company limited by shares incorporated under the laws of Bermuda ("Thanos Holdings"), and Triton International Limited, a Bermuda exempted company (the "Issuer"), completed the transactions contemplated by the Agreement and Plan of Merger, dated as of April 11, 2023 (the "Merger Agreement"), by and among the Issuer, BIPC, Thanos Holdings and Thanos MergerSub Limited, an exempted company limited by shares incorporated under the laws of Bermuda and a subsidiary of Thanos Holdings ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger (the "Surviving Company") as a subsidiary of Thanos Holdings. Immediately following the effectiveness of the Merger, the Common Shares of the Issuer received by BIPC in connection with the Merger were indirectly contributed to Thanos Holdings in exchange for indirect equity interests of Thanos Holdings, after which the Surviving Company is a wholly owned subsidiary of Thanos Holdings. Filing 1 of 2: This Form 3 is being filed in two parts due to the large number of reporting persons. The two filings relate to the same transactions described above. // Form 1 of 2

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