On September 19, 2017, the Underwriters exercised the Option in full. The sale of the Option Shares pursuant to the Underwriting Agreement closed on September 22, 2017. The Company estimates that the net proceeds from the offering of the Option Shares will be approximately $25.2 million, after deducting the discount to the Underwriters and the estimated fees and expenses of the offering that are payable by the Company. The Company expects to use the net proceeds of the offering of the Option Shares for general corporate purposes, including the purchase of containers.

A copy of the legal opinion as to the validity of the Option Shares is filed as Exhibit5.1 to this Current Report on Form8-K.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description of Exhibit

1.1

Underwriting Agreement dated September 7, 2017, by and between Triton International Limited and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC and RBC Capital Markets, LLC, as representatives of the several underwriters listed in Schedule A thereto (incorporated by reference to Exhibit 1.1 to the Companys Current Report on Form 8-K, filed on September 12, 2017).

5.1

Opinion ofAppleby (Bermuda) Limited regarding the validity of the Option Shares.

23.1

Consent ofAppleby (Bermuda) Limited (included in Exhibit5.1).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

TRITON INTERNATIONAL LIMITED

Dated: September 22, 2017

By:

/s/ John Burns

Name:

John Burns

Title:

Chief Financial Officer

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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
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Triton International Ltd director just disposed of 1,950 shares - Nov. 16, 2017

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