4//SEC Filing
Warburg Pincus Partners, L.P. 4
Accession 0000903423-17-000654
CIK 0001660734other
Filed
Nov 13, 7:00 PM ET
Accepted
Nov 14, 9:11 AM ET
Size
54.8 KB
Accession
0000903423-17-000654
Insider Transaction Report
Form 4
Warburg Pincus (Europa-II) Private Equity X, L.P.
Director10% Owner
Transactions
- Other
Common Shares
2017-11-13−2,496,592→ 9,319,790 total
Warburg Pincus Partners GP LLC
Director10% Owner
Transactions
- Other
Common Shares
2017-11-13−2,496,592→ 9,319,790 total
Warburg Pincus (Callisto-II) Private Equity X, L.P.
Director10% Owner
Transactions
- Other
Common Shares
2017-11-13−2,496,592→ 9,319,790 total
WARBURG PINCUS X PARTNERS, L.P.
Director10% Owner
Transactions
- Other
Common Shares
2017-11-13−2,496,592→ 9,319,790 total
Warburg Pincus (Ganymede) X LLC
Director10% Owner
Transactions
- Other
Common Shares
2017-11-13−2,496,592→ 9,319,790 total
Warburg Pincus X, L.P.
Director10% Owner
Transactions
- Other
Common Shares
2017-11-13−2,496,592→ 9,319,790 total
WPP GP LLC
Director10% Owner
Transactions
- Other
Common Shares
2017-11-13−2,496,592→ 9,319,790 total
Warburg Pincus Partners, L.P.
Director10% Owner
Transactions
- Other
Common Shares
2017-11-13−2,496,592→ 9,319,790 total
Warburg Pincus (Europa) X LLC
Director10% Owner
Transactions
- Other
Common Shares
2017-11-13−2,496,592→ 9,319,790 total
Warburg Pincus X LLC
Director10% Owner
Transactions
- Other
Common Shares
2017-11-13−2,496,592→ 9,319,790 total
Footnotes (11)
- [F1]On July 12, 2016, TAL International Group, Inc., a Delaware corporation ("TAL"), Triton International Limited, a Bermuda exempted company (the "Issuer"), Triton Container International Limited, a Bermuda exempted company ("Triton"), Ocean Delaware Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the Issuer ("Delaware Merger Sub"), and Ocean Bermuda Sub Limited, a Bermuda exempted company and direct wholly owned subsidiary of the Issuer ("Bermuda Merger Sub"), completed the transactions contemplated by the Transaction Agreement, dated as of November 9, 2015, by and among TAL, the Issuer, Triton, Delaware Merger Sub and Bermuda Merger Sub (the "Transactions").
- [F10]Solely for the purposes of Section 16 of the Exchange Act, each of the WP Shareholders, WP Europa, WP Ganymede, WP X LP, WP X GP, WPP GP, WP Partners, WPP GP LLC, and WP may be deemed a director-by-deputization by virtue of their contractual right 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 and the shareholders party thereto, dated as of November 9, 2015, as amended.
- [F11]Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, Warburg Pincus (Ganymede-II) Private Equity X, L.P., Warburg Pincus & Co., Warburg Pincus LLC and Messrs. Charles R. Kaye and Joseph P. Landy have made a separate Form 4 filing.
- [F2]Pursuant to the Transactions, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners"), Warburg Pincus (Callisto-II) Private Equity X, L.P., a Delaware limited partnership ("WP Callisto-II"), Warburg Pincus (Europa-II) Private Equity X, L.P., a Delaware limited partnership ("WP Europa-II"), and Warburg Pincus (Ganymede-II) Private Equity X, L.P., a Delaware limited partnership ("WP Ganymede-II", and together with WP X Partners, WP Callisto-II and WP Europa-II, the "WP Shareholders") received 11,816,382 common shares of the Issuer (the "Common Shares").
- [F3]On November 13, 2017, the WP Shareholders made a pro rata distribution in kind of 2,496,592 Common Shares of the Issuer to their limited partners (the "Distribution").
- [F4]Warburg Pincus (Europa) X LLC, a Delaware limited liability company ("WP Europa"), is the general partner of WP Europa II. Warburg Pincus (Ganymede) X LLC, a Delaware limited liability company ("WP Ganymede"), is the general partner of WP Ganymede II. Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is (i) the general partner of WP X Partners and WP Callisto-II, and (ii) the managing member of WP Europa and WP Ganymede. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP"), is the general partner of WP X LP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP.
- [F5]Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WPP GP LLC"), is the general partner of WP Partners. Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WPP GP LLC. Warburg Pincus LLC, a New York limited liability company ("WP LLC", and together with the WP Shareholders, WP Europa, WP Ganymede, WP X LP, WP X GP, WPP GP, WP Partners, WPP GP LLC and WP, the "Warburg Pincus Entities"), is the manager of the WP Shareholders.
- [F6]Charles R. Kaye and Joseph P. Landy (Messrs. Kaye and Landy, together with the Warburg Pincus Entities, the "Warburg Pincus Reporting Persons") are each (i) Managing General Partners of WP and (ii) Managing Members and Co-Chief Executive Officers of WP LLC, and may be deemed to control the Warburg Pincus Entities and be the beneficial owners of the Common Shares held by the WP Shareholders.
- [F7]In addition to the 9,319,790 Common Shares in which Mr. Kaye may be deemed to have indirect beneficial ownership by virtue of his status as Managing General Partner of WP and Managing Member and Co-Chief Executive Officer of WP LLC, Mr. Kaye may be deemed to have beneficial ownership over an additional 4,419 Common Shares, all of which were distributed in the Distribution. Such 4,419 Common Shares are held as follows: 1,473 Common Shares by The Nicole Kaye 2013 GST Trust; 1,473 Common Shares by The Sydney Kaye 2013 GST Trust; and 1,473 Common Shares by The Tyler Kaye 2013 GST Trust.
- [F8]Pursuant to Rule 16a-1(a)(4) of the Exchange Act of 1934, as amended (the "Exchange Act"), each of the Warburg Pincus Reporting Persons, other than the WP Shareholders, 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 WP Europa, WP Ganymede, WP X LP, WP X GP, WPP GP, WP Partners, WPP GP LLC, WP, WP LLC and Messrs. Kaye and Landy disclaims beneficial ownership of the Common Shares of the Issuer, except to the extent of its or his pecuniary interest in such Common Shares.
- [F9]Information with respect to each Warburg Pincus Reporting Person is given solely by such Warburg Pincus Reporting Person, and none of the Warburg Pincus Reporting Persons has responsibility for the accuracy or completeness of information supplied by another of the Warburg Pincus Reporting Persons, respectively.
Documents
Issuer
Triton International Ltd
CIK 0001660734
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001621242
Filing Metadata
- Form type
- 4
- Filed
- Nov 13, 7:00 PM ET
- Accepted
- Nov 14, 9:11 AM ET
- Size
- 54.8 KB