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As filed with the Securities and Exchange Commission on September 5, 2017
Registration No. 333-         ​
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
TRITON INTERNATIONAL LIMITED
(Exact name of registrant as specified in its charter)
Bermuda
(State or other jurisdiction of
incorporation or organization)
98-1276572
(I.R.S. Employer
Identification Number)
22 Victoria Street
Hamilton HM12, Bermuda
(441) 295-2287
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Marc Pearlin
Senior Vice President, General Counsel and Secretary
TAL International Group, Inc.
100 Manhattanville Road
Purchase, New York 10577
(914) 251-9000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Thomas Greenberg, Esq.
Laura Kaufmann Belkhayat, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Telephone: (212) 735-3000
Facsimile: (212) 735-2000
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of  “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer Accelerated filer
Non-accelerated filer ☒ (Do not check if a smaller reporting company) Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered (1)
Amount to be
Registered (2)(3)
Proposed
Maximum
Offering Price
Per Unit (2)(3)
Proposed
Maximum
Aggregate
Offering
Price (2)(3)
Amount of
Registration
Fee (4)
Common shares, $0.01 par value per share, preference shares, depositary shares, debt securities, warrants, subscription rights, purchase contracts and purchase units
(1)
Securities registered hereunder may be sold separately, together or as units with other securities registered hereunder.
(2)
Omitted pursuant to Form S-3 General Instruction II.E.
(3)
We are registering an indeterminate number of common shares, preference shares and depositary shares and amount of debt securities as may be issued upon conversion, exchange or exercise, as applicable, of any preference shares, depositary shares, debt securities, warrants or subscription rights or settlement of any purchase contracts or purchase units, including such common shares or preference shares as may be issued pursuant to anti-dilution adjustments determined at the time of offering.
(4)
In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of the entire registration fee.

Prospectus
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TRITON INTERNATIONAL LIMITED
Common Shares
Preference Shares
Depositary Shares
Debt Securities
Warrants
Subscription Rights
Purchase Contracts
and
Purchase Units
We may offer, issue and sell, together or separately, from time to time:

common shares;

preference shares, which may be issued in one or more series;

depositary receipts, representing fractional preference shares, which are called depositary shares;

debt securities, which may be issued in one or more series and which may be senior debt securities, subordinated debt securities or debt securities convertible into common shares or other securities;

warrants to purchase common shares, preference shares or debt securities;

subscription rights to purchase common shares, preference shares or debt securities;

purchase contracts to purchase common shares, preference shares or debt securities; and

purchase units, each representing ownership of a purchase contract and debt securities, preferred securities or debt obligations of third-parties, including U.S. treasury securities, or any combination of the foregoing, securing the holders’ obligations to purchase our common shares or other securities under the purchase contracts.
In addition, selling securityholders to be named in one or more prospectus supplements may offer and sell, from time to time, our common shares. We will not receive any of the proceeds from the sale of these securities by such selling securityholders.
We will provide the specific prices and terms of these securities in one or more supplements to this prospectus at the time of offering. You should read this prospectus and any accompanying prospectus supplement carefully before you make your investment decision.
This prospectus may not be used to sell securities unless accompanied by a prospectus supplement.
Investing in our securities involves a number of risks. See “Risk Factors” on page 4 , as well as the other information contained or incorporated by reference in this prospectus or any accompanying prospectus supplement, before you make your investment decision.
We may offer securities through underwriting syndicates managed or co-managed by one or more underwriters or dealers, through agents or directly to purchasers. These securities also may be resold by selling securityholders. If required, the prospectus supplement for each offering of securities will describe the plan of distribution for that offering. For general information about the distribution of securities offered, please see “Plan of Distribution” in this prospectus.
Our common shares are listed on the New York Stock Exchange (the “NYSE”) under the trading symbol “TRTN.” Each prospectus supplement will indicate whether the securities offered thereby will be listed on any securities exchange.
Neither the Securities and Exchange Commission nor any state securities commission, the Registrar of Companies in Bermuda, the Bermuda Monetary Authority or any other regulatory

The above information was disclosed in a filing to the SEC. To see the filing, click here.

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Other recent filings from the company include the following:

Triton International Ltd director just disposed of 1,500 shares - Nov. 24, 2017
Triton International Ltd director just disposed of 475 shares - Nov. 20, 2017
Triton International Ltd director just disposed of 10,000 shares - Nov. 17, 2017
Triton International Ltd director just disposed of 1,950 shares - Nov. 16, 2017
Triton International Ltd director just disposed of 1,950 shares - Nov. 16, 2017

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