Amended Statement of Beneficial Ownership (sc 13d/a)
04 Junho 2020 - 5:20PM
Edgar (US Regulatory)
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13D
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Under
the Securities Exchange Act of 1934
(Amendment No. 6)*
Triton
International Limited
(Name
of Issuer)
Common
Shares, par value $0.01 per share
(Title
of Class of Securities)
G9078F107
(CUSIP
Number)
Srikanth
Balachandran
Bharti
Global Limited
53/54
Grosvenor Street
London,
United Kingdom, W1K 3HU
Telephone:
+44 (0) 203 9949 650
with
a copy to:
Jeffrey
D. Karpf
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)
June
2, 2020
(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
1
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Names
Of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities Only)
Bharti
Global Limited
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2
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Check
The Appropriate Box If A Member Of A Group
(a)
☐
(b)
☒
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3
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SEC
Use Only
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4
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Source
Of Funds
OO
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5
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Check
Box If Disclosure Of Legal Proceedings Is Required Pursuant To Item 2(d) or 2(e) ☐
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6
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Citizenship
Or Place Of Organization
Jersey,
Channel Islands
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Number
Of Shares
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7
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Sole
Voting Power
-0-
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Beneficially
Owned By
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8
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Shared
Voting Power
7,360,159
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Each
Reporting Person
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9
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Sole
Dispositive Power
-0-
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With
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10
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Shared
Dispositive Power
7,360,159
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11
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Aggregate
Amount Beneficially Owned By Each Reporting Person
7,360,159
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12
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Check
Box If The Aggregate Amount In Row (11) Excludes Certain Shares ☐
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13
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Percent
Of Class Represented By Amount In Row (11)
10.5%*
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14
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Type
Of Reporting Person
CO
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*
The calculation assumes that there are a total of 70,275,947 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 April 24, 2020.
SCHEDULE
13D
1
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Names
Of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities Only)
Bharti
Overseas Private Limited
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2
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Check
The Appropriate Box If A Member Of A Group
(a)
☐
(b)
☒
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3
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SEC
Use Only
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4
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Source
Of Funds
OO
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5
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Check
Box If Disclosure Of Legal Proceedings Is Required Pursuant To Item 2(d) or 2(e) ☐
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6
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Citizenship
Or Place Of Organization
Delhi,
India
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Number
Of Shares
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7
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Sole
Voting Power
-0-
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Beneficially
Owned By
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8
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Shared
Voting Power
7,360,159
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Each
Reporting Person
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9
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Sole
Dispositive Power
-0-
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With
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10
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Shared
Dispositive Power
7,360,159
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11
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Aggregate
Amount Beneficially Owned By Each Reporting Person
7,360,159
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12
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Check
Box If The Aggregate Amount In Row (11) Excludes Certain Shares ☐
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13
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Percent
Of Class Represented By Amount In Row (11)
10.5%*
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14
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Type
Of Reporting Person
CO
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*
The calculation assumes that there are a total of 70,275,947 Common Shares outstanding, as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Commission on April 24, 2020.
This Amendment
No. 6 (this “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on February 27, 2017
(the “Original Schedule 13D” and, as amended and supplemented by Amendment No. 1 to the Schedule 13D filed by the
Reporting Persons on September 8, 2017, Amendment No. 2 to the Schedule 13D filed by the Reporting Persons on October 18, 2019,
Amendment No. 3 to the Schedule 13D filed by the Reporting Persons on October 31, 2019, Amendment No. 4 to the Schedule 13D filed
by the Reporting Persons on February 20, 2020, Amendment No. 5 to the Schedule 13D filed by the Reporting Persons on May 7, 2020
(the “Prior Amendment”) and this Amendment, this “Schedule 13D”) with respect to the Common Shares of
the Issuer. Capitalized terms used in this Amendment and not otherwise defined herein shall have the same meanings ascribed to
them in the Original Schedule 13D.
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Item 5.
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Interests
in Securities of the Issuer.
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This Amendment
amends and restates Item 5 of the Schedule 13D in its entirety as set forth below:
“The
information contained in rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement and the information set forth or incorporated
in Items 2, 4 and 6 is incorporated by reference in its entirety into this Item 5.
(a) and
(b).
The
following disclosure assumes that there is a total of 70,275,947 Common Shares outstanding, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Commission on April 24, 2020.
Pursuant
to Rule 13d-3 under the Act, the Reporting Persons may be deemed to beneficially own, in the aggregate, 7,360,159 Common Shares,
which constitutes approximately 10.5% of the outstanding Common Shares.
Except
as set forth in this Statement, to the knowledge of the Reporting Persons, none of the persons named in Schedule I beneficially
owns any Common Shares.
Pursuant
to Rule 13d-4 of the Act, BOPL herein states that this Schedule 13D shall not be deemed an admission that it is the beneficial
owner of any of the Common Shares of the Issuer reported in this Schedule 13D. BOPL disclaims beneficial ownership of the Common
Shares of the Issuer, except to the extent of its pecuniary interest in such Common Shares.
(c)
On May 7, 2020, BGL sold 49,979 Common Shares
beneficially owned by the Reporting Persons in multiple open market transactions ranging from $30.00 to $30.24 per Common Share,
with a weighted average price of $30.0503 per Common Share. On May 8, 2020, BGL sold 209,597 Common Shares beneficially owned
by the Reporting Persons in multiple open market transactions ranging from $30.15 to $30.68 per Common Share, with a weighted
average price of $30.4286 per Common Share. On May 20, 2020, BGL sold 204,500 Common Shares beneficially owned by the Reporting
Persons in multiple open market transactions ranging from $30.00 to $30.44 per Common Share, with a weighted average price of
$30.1019 per Common Share. On May 21, 2020, BGL sold 18,311 Common Shares beneficially owned by the Reporting Persons in multiple
open market transactions ranging from $30.00 to $30.485 per Common Share, with a weighted average price of $30.0695 per Common
Share. On May 26, 2020, BGL sold 36,539 Common Shares beneficially owned by the Reporting Persons in multiple open market transactions
ranging from $30.96 to $31.55 per Common Share, with a weighted average price of $31.2493 per Common Share. On May 27, 2020, BGL
sold 50,572 Common Shares beneficially owned by the Reporting Persons in multiple open market transactions ranging from $31.42
to $32.29 per Common Share, with a weighted average price of $31.9929 per Common Share. On May 28, 2020, BGL sold 23,323 Common
Shares beneficially owned by the Reporting Persons in multiple open market transactions ranging from $31.43 to $32.15 per Common
Share, with a weighted average price of $31.7817 per Common Share. On May 28, 2020, BGL sold 22,905 Common Shares beneficially
owned by the Reporting Persons in multiple open market transactions ranging from $30.83 to $31.58 per Common Share, with a weighted
average price of $31.1713 per Common Share. On May 29, 2020, BGL sold 42,030 Common Shares beneficially owned by the Reporting
Persons in multiple open market transactions ranging from $30.06 to $30.82 per Common Share, with a weighted average price of
$30.3932 per Common Share. On June 1, 2020, BGL sold 31,675 Common Shares beneficially owned by the Reporting Persons in multiple
open market transactions
ranging from $30.83 to $31.66 per Common Share, with a weighted average price of $31.1015 per Common Share. On June 2, 2020, BGL
sold 51,000 Common Shares beneficially owned by the Reporting Persons in multiple open market transactions ranging from $31.11
to $31.93 per Common Share, with a weighted average price of $31.5608 per Common Share. On June 3, 2020, BGL sold 80,000 Common
Shares beneficially owned by the Reporting Persons in multiple open market transactions ranging from $32.60 to $33.17 per Common
Share, with a weighted average price of $32.9820 per Common Share.
The
Reporting Persons undertake to provide the staff of the U.S. Securities and Exchange Commission, upon request, full information
regarding the number of Common Shares sold at each separate price within the ranges above.
Except
as set forth in the Prior Amendment and this Amendment, none of the Reporting Persons or, to the best knowledge of the Reporting
Persons, none of the persons named in Schedule I, has engaged in any transaction during the past 60 days in any Common Shares.
(d) To
the best knowledge of the Reporting Persons, and other than as described herein, no one other than the Reporting Persons, or the
partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, Common Shares reported herein as beneficially owned by the Reporting Persons.
(e) Not
applicable.”
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement
is true, complete and correct.
Dated:
June 4, 2020
BHARTI
GLOBAL LIMITED
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By:
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/s/
Srikanth Balachandran
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Name:
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Srikanth
Balachandran
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Title:
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Authorized
Signatory
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BHARTI
OVERSEAS PRIVATE LIMITED
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By:
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/s/
Puneet Tandon
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Name:
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Puneet
Tandon
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Title:
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Authorized
Signatory
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