General statement of acquisition of beneficial ownership

>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.     )*

Triton International Limited

(Name of Issuer)

Common Shares, par value $0.01 per share

(Title of Class of Securities)

G9078F107

(CUSIP Number)

Sonal Kapasi

Bharti Global Limited

1 st Floor, Le Masurier House La Rue Le Masurier

St. Helier, Jersey Channel Islands JE24YE

Telephone: +44 1534 520442

with a copy to:

Christopher E. Austin

Neil R. Markel

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

Telephone: (212) 225-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 27, 2017

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box. ☐

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G9078F107

1

Names Of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities Only)

Bharti Global Limited

2

Check The Appropriate Box If A Member Of A Group

(a) ☐

(b)

3 SEC Use Only
4

Source Of Funds

OO

5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Item 2(d) or 2(e)
6

Citizenship Or Place Of Organization

Jersey, Channel Islands

Number Of Shares 7

Sole Voting Power

-0-

Beneficially Owned By 8

Shared Voting Power

7,877,590

Each Reporting Person 9

Sole Dispositive Power

-0-

With 10

Shared Dispositive Power

7,877,590

11

Aggregate Amount Beneficially Owned By Each Reporting Person

7,877,590

12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares
13

Percent Of Class Represented By Amount In Row (11)

10.6%*

14

Type Of Reporting Person

CO

* The calculation assumes that there are a total of 74,376,025 Common Shares (as defined below) outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “ Commission ”) on November 14, 2016.

SCHEDULE 13D

CUSIP No. G9078F107

1

Names Of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities Only)

Bharti Overseas Private Limited

2

Check The Appropriate Box If A Member Of A Group

(a) ☐

(b)

3 SEC Use Only
4

Source Of Funds

OO

5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Item 2(d) or 2(e)
6

Citizenship Or Place Of Organization

Delhi, India

Number Of Shares 7

Sole Voting Power

-0-

Beneficially Owned By 8

Shared Voting Power

7,877,590

Each Reporting Person 9

Sole Dispositive Power

-0-

With 10

Shared Dispositive Power

7,877,590

11

Aggregate Amount Beneficially Owned By Each Reporting Person

7,877,590

12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares
13

Percent Of Class Represented By Amount In Row (11)

10.6%*

14

Type Of Reporting Person

CO

* The calculation assumes that there are a total of 74,376,025 Common Shares outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 14, 2016.

Item 1. Security and Issuer

This Statement on Schedule 13D (this “ Statement ”) relates to the common shares, par value $0.01 per share (the “ Common Shares ”), of Triton International Limited, a Bermuda exempted company (the “ Issuer ”).  The Issuer’s principal executive offices are located at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda.

Item 2. Identity and Background

(a) and (f).

This Statement is being filed pursuant to Rule 13d-1(a) under the Act, by:

(i) Bharti Global Limited, a private limited company formed under the laws of Jersey (“ BGL ”); and
(ii) Bharti Overseas Private Limited, a private limited company formed under the laws of India (“ BOPL ”, and together with BGL, the “ Reporting Persons ”).

BOPL is the sole shareholder of BGL, which holds 7,877,590 Common Shares. Because of BOPL’s relationship to BGL, BOPL may be deemed to beneficially own the Common Shares held directly by BGL.

The name, business address, present principal occupation or employment and citizenship of each director and executive officer of (i) BGL and (ii) BOPL is set forth on Schedule I.

The Reporting Persons have entered into a joint filing agreement dated as of February 27, 2017, a copy of which is attached hereto as Exhibit A.

(b) The address of the principal business office of BGL is:

1st Floor, Le Masurier House

La Rue Le Masurier

St. Helier, Jersey, JE2 4YE

Attention: Sonal Kapasi

The address of the principal business office of BOPL is:

Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj

Phase – II, New Delhi

Delhi, India, 110070

Attention: Puneet Tandon

(c) BGL, through its direct and indirect subsidiaries, is principally engaged, and has interests in, the businesses of, among other things, telecommunications, satellite communications, hospitality, oil & gas, and intermodal container leasing.  BOPL is principally engaged in the business of the promotion, undertaking, performance or acquisition (on its own or through partnerships, alliances or other arrangements, whether in India or abroad) of businesses relating to (a) information technology, telecommunications and other related services, infrastructure and networks, (b) computer hardware, software, programs and applications, (c) electronic equipment and security systems, (d) farming and agricultural products and (e) insurance products.

(d) During the last five years, none of the Reporting Persons and, to the best knowledge of the Reporting Persons, none of the persons listed on Schedule I, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons and, to the best knowledge of the Reporting Persons, none of the persons listed on Schedule I, has been party to a civil proceeding of a judicial or administrative

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

To receive a free e-mail notification whenever Triton International Ltd makes a similar move, sign up!

Auto Refresh

Feedback