(Amendment No. 3)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
* 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 in 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
).
CUSIP No.
G9078F107
|
13G/A
|
Page
2
of
26
Pages
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
Warburg Pincus X Partners, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
*
(a)
☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
[_]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
CUSIP No.
G9078F107
|
13G/A
|
Page
3
of
26
Pages
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
Warburg Pincus (Callisto-II) Private Equity X, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
*
(a)
☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
[_]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
CUSIP No.
G9078F107
|
13G/A
|
Page
4
of
26
Pages
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
Warburg Pincus (Europa-II) Private Equity X, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
*
(a)
☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
[_]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
CUSIP No.
G9078F107
|
13G/A
|
Page
5
of
26
Pages
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
Warburg Pincus (Ganymede-II) Private Equity X, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
*
(a)
☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
[_]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
CUSIP No.
G9078F107
|
13G/A
|
Page
6
of
26
Pages
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
Warburg Pincus (Europa) X LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
*
(a)
☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
[_]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
|
CUSIP No.
G9078F107
|
13G/A
|
Page
7
of
26
Pages
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
Warburg Pincus (Ganymede) X LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
*
(a)
☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
[_]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
|
CUSIP No.
G9078F107
|
13G/A
|
Page
8
of
26
Pages
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
Warburg Pincus X, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
*
(a)
☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
[_]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
CUSIP No.
G9078F107
|
13G/A
|
Page
9
of
26
Pages
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
Warburg Pincus X GP L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
*
(a)
☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
[_]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
CUSIP No.
G9078F107
|
13G/A
|
Page
10
of
26
Pages
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
WPP GP LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
*
(a)
☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
[_]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
|
CUSIP No.
G9078F107
|
13G/A
|
Page
11
of
26
Pages
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
Warburg Pincus Partners, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
*
(a)
☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
[_]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
CUSIP No.
G9078F107
|
13G/A
|
Page
12
of
26
Pages
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
Warburg Pincus Partners GP LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
*
(a)
☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
[_]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
|
CUSIP No.
G9078F107
|
13G/A
|
Page
13
of
26
Pages
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
Warburg Pincus & Co.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
*
(a)
☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
[_]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
CUSIP No.
G9078F107
|
13G/A
|
Page
14
of
26
Pages
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
Warburg Pincus LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
*
(a)
☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
[_]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
|
CUSIP No.
G9078F107
|
13G/A
|
Page
15
of
26
Pages
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
Charles R. Kaye
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
*
(a)
☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
[_]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
12
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
CUSIP No.
G9078F107
|
13G/A
|
Page
16
of
26
Pages
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
Joseph P. Landy
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
*
(a)
☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
[_]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
12
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
This Amendment No. 3 (this “Amendment”) amends and restates
in its entirety the Schedule 13G filed by the Warburg Pincus Reporting Persons (as defined below) on February 14, 2017 (the “Original
Schedule 13G” and as amended by Amendment No.1, Amendment No.2 and this Amendment, this “Schedule 13G”).
|
Item 1(a)
.
|
Name of Issuer
:
|
Triton International Limited (the “Issuer”).
|
Item 1(b)
.
|
Address of Issuer’s Principal Executive Offices
:
|
22 Victoria Street
Hamilton HM12, Bermuda
|
Item 2(a)
.
|
Name of Person Filing
:
|
The former shareholders of the Issuer
are (i) Warburg Pincus X Partners, L.P., a Delaware limited partnership (“WP X Partners”), (ii) Warburg Pincus (Callisto-II)
Private Equity X, L.P., a Delaware limited partnership (“WP Callisto-II”), (iii) Warburg Pincus (Europa-II) Private
Equity X, L.P., a Delaware limited partnership (“WP Europa-II”), and (iv) Warburg Pincus (Ganymede-II) Private Equity
X, L.P., a Delaware limited partnership (“WP Ganymede-II”, together with WP X Partners, WP Callisto-II and WP Europa-II,
the “WP Shareholders”). 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 sole 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. 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.
Charles R. Kaye and Joseph P. Landy,
each a United States citizen, Managing General Partner of WP and Managing Member and Co-Chief Executive Officer of WP LLC, may
be deemed to control the Warburg Pincus Entities. Each of Messrs. Kaye and
Landy expressly disclaim beneficial ownership of all
Common Shares held by the Warburg Pincus Entities.
Each of Messrs. Kaye and Landy, together
with the Warburg Pincus Entities, are collectively referred to herein as the “Warburg Pincus Reporting Persons”. This
Schedule 13G is filed on behalf of the Warburg Pincus Reporting Persons.
Items 2(b)
.
Address of Principal Business Office
or, if none, Residence
:
The principal business address of each
of the Warburg Pincus Reporting Persons is 450 Lexington Avenue, New York, New York 10017.
Items 2(c)
.
Citizenship
:
See Item 2(a).
|
Item 2(d)
.
|
Titles of Classes of Securities
:
|
Common shares, par value $0.01 per share
(the “Common Shares”).
|
Item 2(e)
.
|
CUSIP NUMBER: G9078F107
|
Item 3
.
If This Statement is Filed Pursuant
to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a
:
[ X ] Not Applicable
|
(a)
|
[ ] Broker or dealer registered under Section 15 of the Exchange Act
|
|
(b)
|
[ ] Bank as defined in Section 3(a)(6) of the Exchange Act
|
|
(c)
|
[ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act
|
|
(d)
|
[ ] Investment company registered under Section 8 of the Investment
Company Act of 1940
|
|
(e)
|
[ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940: see Rule 13d-1(b)(1)(ii)(E)
|
|
(f)
|
[ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F)
|
|
(g)
|
[ ] Parent holding company, in accordance with Rule 13d-1(b)(1)(ii)(G).
|
|
(h)
|
[ ] Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
|
(i)
|
[ ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act of 1940.
|
|
(j)
|
[ ] Non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance
with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
|
|
(k)
|
[ ] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
Item 4
.
Ownership
The information required by Items 4(a)-(c) is set forth
in Rows 5-11 of the cover page hereto for each Warburg Pincus Reporting Person and is incorporated herein by reference for each
such Warburg Pincus Reporting Person.
Each Warburg Pincus Reporting Person expressly disclaims
beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to any Common Shares of the Issuer other
than the Common Shares of the Issuer owned of record by such Warburg Pincus Reporting Person.
Item 5
.
Ownership of Five Percent or Less of a Class.
If this statement is being filed to
report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent
of the class of securities, check the following [
X
].
Item 6
.
Ownership of More than Five Percent on Behalf
of Another Person.
Not applicable.
Item 7
.
Identification and Classification of the Subsidiary
Which Acquired the Security
Being Reported on by the Parent Holding Company.
Not applicable.
Item 8
.
Identification and Classification of Members
of the Group.
The Warburg Pincus Reporting Persons
are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section
13(d)-3 of the Exchange Act. The joint filing agreement among the Warburg Pincus Reporting Persons to file this Schedule 13G jointly
in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 99.1. Each Warburg Pincus Reporting Person expressly
disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to any Common Shares of the
Issuer other than the Common Shares of the Issuer owned of record by such Warburg Pincus Reporting Person.
Item 9
.
Notice of Dissolution of Group.
Not applicable.
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of our knowledge
and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: April 8, 2019
WARBURG PINCUS X PARTNERS, L.P.
By: Warburg Pincus X, L.P.
Its: General Partner
By: Warburg Pincus X GP L.P.
Its: General Partner
By: WPP GP LLC
Its: General Partner
By: Warburg Pincus Partners, L.P.
Its: Managing Member
By: Warburg Pincus Partners GP LLC
Its: General Partner
By: Warburg Pincus & Co.
Its: Managing Member
By:
/s/ Robert B. Knauss
Name: Robert B. Knauss
Title: Partner
WARBURG PINCUS (CALLISTO-II) PRIVATE
EQUITY X, L.P.
By: Warburg Pincus X, L.P.
Its: General Partner
By: Warburg Pincus X GP L.P.
Its: General Partner
By: WPP GP LLC
Its: General Partner
By: Warburg Pincus Partners, L.P.
Its: Managing Member
By: Warburg Pincus Partners GP LLC
Its: General Partner
By: Warburg Pincus & Co.
Its: Managing Member
By:
/s/ Robert B. Knauss
Name: Robert B. Knauss
Title: Partner
WARBURG PINCUS (EUROPA-II) PRIVATE
EQUITY X, L.P.
By: Warburg Pincus (Europa) X LLC
Its: General Partner
By: Warburg Pincus X, L.P.
Its: Sole Member
By: Warburg Pincus X GP L.P.
Its: General Partner
By: WPP GP LLC
Its: General Partner
By: Warburg Pincus Partners, L.P.
Its: Managing Member
By: Warburg Pincus Partners GP LLC
Its: General Partner
By: Warburg Pincus & Co.
Its: Managing Member
By:
/s/ Robert B. Knauss
Name: Robert B. Knauss
Title: Partner
WARBURG PINCUS (GANYMEDE-II) PRIVATE
EQUITY X, L.P.
By: Warburg Pincus (Ganymede) X LLC
Its: General Partner
By: Warburg Pincus X, L.P.
Its: Sole Member
By: Warburg Pincus X GP L.P.
Its: General Partner
By: WPP GP LLC
Its: General Partner
By: Warburg Pincus Partners, L.P.
Its: Managing Member
By: Warburg Pincus Partners GP LLC
Its: General Partner
By: Warburg Pincus & Co.
Its: Managing Member
By:
/s/ Robert B. Knauss
Name: Robert B. Knauss
Title: Partner
WARBURG PINCUS (EUROPA) X LLC
By: Warburg Pincus X, L.P.
Its: Sole Member
By: Warburg Pincus X GP L.P.
Its: General Partner
By: WPP GP LLC
Its: General Partner
By: Warburg Pincus Partners, L.P.
Its: Managing Member
By: Warburg Pincus Partners GP LLC
Its: General Partner
By: Warburg Pincus & Co.
Its: Managing Member
By:
/s/ Robert B. Knauss
Name: Robert B. Knauss
Title: Partner
WARBURG PINCUS (GANYMEDE) X LLC
By: Warburg Pincus X, L.P.
Its: Sole Member
By: Warburg Pincus X GP L.P.
Its: General Partner
By: WPP GP LLC
Its: General Partner
By: Warburg Pincus Partners, L.P.
Its: Managing Member
By: Warburg Pincus Partners GP LLC
Its: General Partner
By: Warburg Pincus & Co.
Its: Managing Member
By:
/s/ Robert B. Knauss
Name: Robert B. Knauss
Title: Partner
WARBURG PINCUS X, L.P.
By: Warburg Pincus X GP L.P.
Its: General Partner
By: WPP GP LLC
Its: General Partner
By: Warburg Pincus Partners, L.P.
Its: Managing Member
By: Warburg Pincus Partners GP LLC
Its: General Partner
By: Warburg Pincus & Co.
Its: Managing Member
By:
/s/ Robert B. Knauss
Name: Robert B. Knauss
Title: Partner
WARBURG PINCUS X GP L.P.
By: WPP GP LLC
Its: General Partner
By: Warburg Pincus Partners, L.P.
Its: Managing Member
By: Warburg Pincus Partners GP LLC
Its: General Partner
By: Warburg Pincus & Co.
Its: Managing Member
By:
/s/ Robert B. Knauss
Name: Robert B. Knauss
Title: Partner
WPP GP LLC
By: Warburg Pincus Partners, L.P.
Its: Managing Member
By: Warburg Pincus Partners GP LLC
Its: General Partner
By: Warburg Pincus & Co.
Its: Managing Member
By:
/s/ Robert B. Knauss
Name: Robert B. Knauss
Title: Partner
WARBURG PINCUS PARTNERS, L.P.
By: Warburg Pincus Partners GP LLC
Its: General Partner
By: Warburg Pincus & Co.
Its: Managing Member
By:
/s/ Robert B. Knauss
Name: Robert B. Knauss
Title: Partner
WARBURG PINCUS PARTNERS GP LLC
By: Warburg Pincus & Co.
Its: Managing Member
By:
/s/ Robert B. Knauss
Name: Robert B. Knauss
Title: Partner
WARBURG PINCUS & CO.
By:
/s/ Robert B. Knauss
Name: Robert B. Knauss
Title: Partner
WARBURG PINCUS LLC
By:
/s/ Robert B. Knauss
Name: Robert B. Knauss
Title: Managing Director
CHARLES R. KAYE
By:
/s/ Robert B. Knauss
Name: Robert B. Knauss
Title: Attorney-in-fact*
JOSEPH P. LANDY
By:
/s/ Robert B. Knauss
Name: Robert B. Knauss
Title: Attorney-in-fact*
* The Power of Attorney given by each of Mr. Kaye and Mr. Landy
was previously filed with the U.S. Securities and Exchange Commission on July 12, 2016 as an exhibit to a beneficial ownership
report on Schedule 13D filed by Warburg Pincus LLC with respect to WEX Inc. and is hereby incorporated by reference.
EXHIBIT INDEX
Exhibit 99.1 Joint Filing Agreement as required by Rule 13d-1(k)(1)
under the Securities Exchange Act of 1934.*
________
* Incorporated herein by reference to the Joint Filing Agreement
by and among the Warburg Pincus Reporting Persons, dated as of February 14, 2017, which was previously filed with the Commission
as Exhibit 99.1 to the Original Schedule 13G on February 14, 2017.