Insider filing report for Changes in Beneficial Ownership
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The following is an SEC EDGAR document rendered as filed.
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FORM 4
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 *
Bharti Global Ltd
2. Issuer Name and Ticker or Trading Symbol
Triton International Ltd [ TRTN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
1/3/5 CASTLE STREET (GROUND FLOOR),
3. Date of Earliest Transaction (MM/DD/YY)
11/01/2018
(Street)
ST. HELIER, Y9JE2 3BT
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 11/01/2018( 2 ) P 337,000 A $ 34.78 8,280,590 I ( 1 ) See Footnotes ( 1 ) ( 3 ) ( 4 ) ( 5 )
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
Bharti Global Ltd
1/3/5 CASTLE STREET (GROUND FLOOR)
ST. HELIER, Y9JE2 3BT
X X
Bharti Overseas Private Ltd
BHARTI CRESCENT, 1, NELSON MANDELA ROAD
VASANT KUNJ, PHASE -2
NEW DELHI, K7110070
X X
Signatures
/s/ SONAL KAPASI, Authorized Signatory, Bharti Global Limited (6) 11/05/2018
** Signature of Reporting Person Date
/s/ PUNEET TANDON, Authorized Signatory, Bharti Overseas Private Limited (6) 11/05/2018
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Bharti Overseas Private Limited, a private limited company formed under the laws of India ("BOPL") is the sole shareholder of Bharti Global Limited, a private limited company formed under the laws of Jersey ("BGL", and together with BOPL, the "Reporting Persons"), which directly, and indirectly through a wholly-owned subsidiary, holds the common shares (the "Common Shares") of Triton International Limited, a Bermuda exempted company (the "Issuer"). Because of BOPL's relationship to BGL, BOPL may be deemed to beneficially own the Common Shares of the Issuer beneficially owned by BGL.
( 2 )On October 5, 2018, BGL entered into a Share Purchase Agreement (the "Share Purchase Agreement") to purchase 337,000 Common Shares at a price of $34.78 per share. The transaction was subject to certain closing conditions, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which was terminated on November 1, 2018. On November 1, 2018, all material conditions to closing of the Share Purchase Agreement were satisfied.
( 3 )Pursuant to Rule 16a-1(a)(4) of the Exchange Act of 1934, as amended (the "Exchange Act"), BOPL herein states that this Form 4 shall not be deemed an admission that it is the beneficial owner of any of the Common Shares of the Issuer reported in this Form 4. BOPL disclaims beneficial ownership of the Common Shares of the Issuer, except to the extent of its pecuniary interest in such Common Shares.
( 4 )Information with respect to each Reporting Person is given solely by such Reporting Person, and neither of the Reporting Persons has responsibility for the accuracy or completeness of information supplied by another of the Reporting Persons.
( 5 )Solely for the purposes of Section 16 of the Exchange Act, each of the Reporting Persons may be deemed a director-by-deputization by virtue of the contractual right of a shareholder group of which BGL is a party to appoint one or more directors to the board of directors of the Issuer, pursuant to that certain Sponsor Shareholders Agreement (Warburg Pincus), by and among the Issuer, BGL and the other shareholders party thereto, dated as of November 9, 2015, as amended.

Remarks:
(6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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