Amended Statement of Beneficial Ownership (sc 13d/a)
02 Julho 2020 - 7:15PM
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. 7)*
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
30, 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
6,632,863
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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
6,632,863
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11
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Aggregate
Amount Beneficially Owned By Each Reporting Person
6,632,863
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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)
9.4%*
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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
6,632,863
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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
6,632,863
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11
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Aggregate
Amount Beneficially Owned By Each Reporting Person
6,632,863
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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)
9.4%*
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14
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Type
Of Reporting Person
CO
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|
|
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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. 7 (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, Amendment No. 6 to the Schedule 13D filed by the Reporting Persons on June 4, 2020 (“Amendment No. 6”)
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 this 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 Amendment 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, 6,632,863 Common Shares,
which constitutes approximately 9.4% of the outstanding Common Shares.
Except
as set forth in this Amendment, 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)
Other
than as set forth in Appendix 1 to 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 in any Common Shares since the filing by the Reporting
Persons of Amendment No. 6.
(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:
July 2, 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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APPENDIX
1
As
of July 2, 2020, the below chart reflects the transactions in Common Shares effected by BGL since those reported on Amendment
No. 6. All of the Common Shares were sold in open market transactions executed by a broker on BGL’s behalf.
Date
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Common Shares
Sold
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Price per
Common Share
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Transaction
Price Range
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June
4, 2020
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37,403
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$32.2115*
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$31.91
to $32.86
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June
4, 2020
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62,597
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$31.5613*
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$31.22
to $31.96
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June
5, 2020
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157,826
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$32.6020*
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$32.21
to $33.16
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June
5, 2020
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42,338
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$32.3718*
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$32.11
to $32.38
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June
8, 2020
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32,017
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$32.6878*
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$32.38
to $32.98
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June
8, 2020
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63,419
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$33.1221*
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$32.95
to $33.39
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June
9, 2020
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7,676
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$32.1224*
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$31.58
to $32.50
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June
9, 2020
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47,627
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$31.4669*
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$31.00
to $31.98
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June
9, 2020
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94,697
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$32.1589*
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$31.75
to $32.54
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June
10, 2020
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17,879
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$31.0522*
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$31.00
to $31.48
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June
16, 2020
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64,991
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$31.2732*
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$31.00
to $31.74
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June
17, 2020
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100
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$31.00
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N/A
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June
29, 2020
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21,431
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$30.0231*
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$30.00
to $30.11
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June
30, 2020
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44,808
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$30.1745*
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$30.00
to $30.36
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July
1, 2020
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32,487
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$30.0650*
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$30.00
to $30.42
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*
Reflects the weighted average sale price per Common Share for Common Shares sold in multiple transactions. The Reporting Persons
undertake to provide the SEC staff, upon request, all information regarding the number of Common Shares sold at each price within
the ranges set forth above in this Appendix 1.
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