4//SEC Filing
Bharti Global Ltd 4
Accession 0000903423-18-000583
CIK 0001660734other
Filed
Nov 4, 7:00 PM ET
Accepted
Nov 5, 6:56 PM ET
Size
9.5 KB
Accession
0000903423-18-000583
Insider Transaction Report
Form 4
Bharti Global Ltd
Director10% Owner
Transactions
- Purchase
Common Shares
2018-11-01$34.78/sh+337,000$11,720,860→ 8,280,590 total(indirect: See Footnotes)
Bharti Overseas Private Ltd
Director10% Owner
Transactions
- Purchase
Common Shares
2018-11-01$34.78/sh+337,000$11,720,860→ 8,280,590 total(indirect: See Footnotes)
Footnotes (5)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
Documents
Issuer
Triton International Ltd
CIK 0001660734
Entity typeother
IncorporatedJersey
Related Parties
1- filerCIK 0001692221
Filing Metadata
- Form type
- 4
- Filed
- Nov 4, 7:00 PM ET
- Accepted
- Nov 5, 6:56 PM ET
- Size
- 9.5 KB