TRTN-PA

SEC source: 0001341066-18-000003 · primary_doc.xml · nonDerivative · entry 1

Sondey Brian · CIK 0001341065 · Director · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 428,346

F1 · shares: Mr. Sondey was granted 41,005 restricted shares on February 1, 2018.

SEC source: 0001341066-18-000002 · primary_doc.xml · nonDerivative · entry 1

Pearlin Marc · CIK 0001341066 · SVP, General Counsel & Secreta

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 64,389

F1 · shares: Mr. Pearlin was granted 4,882 restricted shares on February 1, 2018.

SEC source: 0001341066-18-000001 · primary_doc.xml · nonDerivative · entry 1

Burns John · CIK 0001341082 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 126,506

F1 · shares: Mr. Burns was granted 9,080 restricted shares on February 1, 2018.

SEC source: 0001341066-18-000004 · primary_doc.xml · nonDerivative · entry 1

VALENTINE KEVIN · CIK 0001516314 · Senior Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 69,028

F1 · shares: Mr. Valentine was granted 7,323 restricted shares on February 1, 2018.

SEC source: 0001341066-18-000005 · primary_doc.xml · nonDerivative · entry 1

Gallagher Michelle · CIK 0001636043 · Vice President, Controller

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,209

F1 · shares: Ms. Gallagher was granted 2,051 restricted shares on February 1, 2018.

SEC source: 0001341066-18-000006 · primary_doc.xml · nonDerivative · entry 1

O'Callaghan John F. · CIK 0001676873 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 100,923

F1 · shares: Mr. O'Callaghan was granted 7,811 restricted shares on February 1, 2018.

SEC source: 0001459261-17-000001 · primary_doc.xml · nonDerivative · entry 1

GERMAIN CLAUDE · CIK 0001459261 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 30,080

SEC source: 0001341066-17-000027 · primary_doc.xml · nonDerivative · entry 1

HANAU KENNETH · CIK 0001472451 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 24,750

SEC source: 0001341066-17-000028 · primary_doc.xml · nonDerivative · entry 2

GERMAIN CLAUDE · CIK 0001459261 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Wife

Disclosed balance after: 1,548

SEC source: 0000903423-17-000653 · wp1.xml · nonDerivative · entry 1

Warburg Pincus (Ganymede-II) Private Equity X, L.P. · CIK 0001617520 · Director · 10% owner

WARBURG PINCUS & CO. · CIK 0000929408 · Director · 10% owner

WARBURG PINCUS LLC · CIK 0001162870 · 10% owner

KAYE CHARLES R · CIK 0001239318 · 10% owner

Landy Joseph P. · CIK 0001220638 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,319,790

F1 · kind: On July 12, 2016, TAL International Group, Inc., a Delaware corporation ("TAL"), Triton International Limited, a Bermuda exempted company (the "Issuer"), Triton Container International Limited, a Bermuda exempted company ("Triton"), Ocean Delaware Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the Issuer ("Delaware Merger Sub"), and Ocean Bermuda Sub Limited, a Bermuda exempted company and direct wholly owned subsidiary of the Issuer ("Bermuda Merger Sub"), completed the transactions contemplated by the Transaction Agreement, dated as of November 9, 2015, by and among TAL, the Issuer, Triton, Delaware Merger Sub and Bermuda Merger Sub (the "Transactions").

F2 · kind: Pursuant to the Transactions, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners"), Warburg Pincus (Callisto-II) Private Equity X, L.P., a Delaware limited partnership ("WP Callisto-II"), Warburg Pincus (Europa-II) Private Equity X, L.P., a Delaware limited partnership ("WP Europa-II"), and Warburg Pincus (Ganymede-II) Private Equity X, L.P., a Delaware limited partnership ("WP Ganymede-II", and together with WP X Partners, WP Callisto-II and WP Europa-II, the "WP Shareholders") received 11,816,382 common shares of the Issuer (the "Common Shares").

F3 · kind: On November 13, 2017, the WP Shareholders made a pro rata distribution in kind of 2,496,592 Common Shares of the Issuer to their limited partners (the "Distribution").

F4 · ownership.direct: 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 managing 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.

F5 · ownership.direct: 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.

F6 · ownership.direct: Charles R. Kaye and Joseph P. Landy (Messrs. Kaye and Landy, together with the Warburg Pincus Entities, the "Warburg Pincus Reporting Persons") are each (i) Managing General Partners of WP and (ii) Managing Members and Co-Chief Executive Officers of WP LLC, and may be deemed to control the Warburg Pincus Entities and be the beneficial owners of the Common Shares held by the WP Shareholders.

F7 · ownership.direct: In addition to the 9,319,790 Common Shares in which Mr. Kaye may be deemed to have indirect beneficial ownership by virtue of his status as Managing General Partner of WP and Managing Member and Co-Chief Executive Officer of WP LLC, Mr. Kaye may be deemed to have beneficial ownership over an additional 4,419 Common Shares, all of which were distributed in the Distribution. Such 4,419 Common Shares are held as follows: 1,473 Common Shares by The Nicole Kaye 2013 GST Trust; 1,473 Common Shares by The Sydney Kaye 2013 GST Trust; and 1,473 Common Shares by The Tyler Kaye 2013 GST Trust.

F8 · ownership.direct: Pursuant to Rule 16a-1(a)(4) of the Exchange Act of 1934, as amended (the "Exchange Act"), each of the Warburg Pincus Reporting Persons, other than the WP Shareholders, herein states that this Form 4 shall not be deemed an admission that it or he is the beneficial owner of any of the Common Shares of the Issuer reported in this Form 4. Each of WP Europa, WP Ganymede, WP X LP, WP X GP, WPP GP, WP Partners, WPP GP LLC, WP, WP LLC and Messrs. Kaye and Landy disclaims beneficial ownership of the Common Shares of the Issuer, except to the extent of its or his pecuniary interest in such Common Shares.

F9 · ownership.direct: Information with respect to each Warburg Pincus Reporting Person is given solely by such Warburg Pincus Reporting Person, and none of the Warburg Pincus Reporting Persons has responsibility for the accuracy or completeness of information supplied by another of the Warburg Pincus Reporting Persons, respectively.

F10 · ownership.direct: Solely for the purposes of Section 16 of the Exchange Act, each of the WP Shareholders, WP Europa, WP Ganymede, WP X LP, WP X GP, WPP GP, WP Partners, WPP GP LLC, and WP may be deemed a director-by-deputization by virtue of their contractual right to appoint one or more directors to the board of directors of the Issuer, pursuant to that certain Sponsor Shareholders Agreement (Warburg Pincus), by and among the Issuer and the shareholders party thereto, dated as of November 9, 2015, as amended.

F11 · ownership.direct: Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, Warburg Pincus (Europa-II) Private Equity X, L.P., Warburg Pincus Partners GP LLC, Warburg Pincus (Callisto-II) Private Equity X, L.P., Warburg Pincus X Partners, L.P., Warburg Pincus (Europa) X LLC, Warburg Pincus (Ganymede) X LLC, Warburg Pincus X, L.P., Warburg Pincus X GP L.P., WPP GP LLC and Warburg Pincus Partners, L.P. have made a separate Form 4 filing.

SEC source: 0000903423-17-000654 · wp2.xml · nonDerivative · entry 1

Warburg Pincus (Europa-II) Private Equity X, L.P. · CIK 0001617521 · Director · 10% owner

Warburg Pincus Partners GP LLC · CIK 0001621224 · Director · 10% owner

Warburg Pincus (Callisto-II) Private Equity X, L.P. · CIK 0001617518 · Director · 10% owner

Warburg Pincus X Partners, L.P. · CIK 0001451560 · Director · 10% owner

Warburg Pincus (Europa) X LLC · CIK 0001617563 · Director · 10% owner

Warburg Pincus (Ganymede) X LLC · CIK 0001617558 · Director · 10% owner

Warburg Pincus X, L.P. · CIK 0001414561 · Director · 10% owner

Warburg Pincus X GP L.P. · CIK 0001414564 · Director · 10% owner

WPP GP LLC · CIK 0001621874 · Director · 10% owner

Warburg Pincus Partners, L.P. · CIK 0001621242 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,319,790

F1 · kind: On July 12, 2016, TAL International Group, Inc., a Delaware corporation ("TAL"), Triton International Limited, a Bermuda exempted company (the "Issuer"), Triton Container International Limited, a Bermuda exempted company ("Triton"), Ocean Delaware Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the Issuer ("Delaware Merger Sub"), and Ocean Bermuda Sub Limited, a Bermuda exempted company and direct wholly owned subsidiary of the Issuer ("Bermuda Merger Sub"), completed the transactions contemplated by the Transaction Agreement, dated as of November 9, 2015, by and among TAL, the Issuer, Triton, Delaware Merger Sub and Bermuda Merger Sub (the "Transactions").

F2 · kind: Pursuant to the Transactions, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners"), Warburg Pincus (Callisto-II) Private Equity X, L.P., a Delaware limited partnership ("WP Callisto-II"), Warburg Pincus (Europa-II) Private Equity X, L.P., a Delaware limited partnership ("WP Europa-II"), and Warburg Pincus (Ganymede-II) Private Equity X, L.P., a Delaware limited partnership ("WP Ganymede-II", and together with WP X Partners, WP Callisto-II and WP Europa-II, the "WP Shareholders") received 11,816,382 common shares of the Issuer (the "Common Shares").

F3 · kind: On November 13, 2017, the WP Shareholders made a pro rata distribution in kind of 2,496,592 Common Shares of the Issuer to their limited partners (the "Distribution").

F4 · ownership.direct: 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 managing 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.

F5 · ownership.direct: 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.

F6 · ownership.direct: Charles R. Kaye and Joseph P. Landy (Messrs. Kaye and Landy, together with the Warburg Pincus Entities, the "Warburg Pincus Reporting Persons") are each (i) Managing General Partners of WP and (ii) Managing Members and Co-Chief Executive Officers of WP LLC, and may be deemed to control the Warburg Pincus Entities and be the beneficial owners of the Common Shares held by the WP Shareholders.

F7 · ownership.direct: In addition to the 9,319,790 Common Shares in which Mr. Kaye may be deemed to have indirect beneficial ownership by virtue of his status as Managing General Partner of WP and Managing Member and Co-Chief Executive Officer of WP LLC, Mr. Kaye may be deemed to have beneficial ownership over an additional 4,419 Common Shares, all of which were distributed in the Distribution. Such 4,419 Common Shares are held as follows: 1,473 Common Shares by The Nicole Kaye 2013 GST Trust; 1,473 Common Shares by The Sydney Kaye 2013 GST Trust; and 1,473 Common Shares by The Tyler Kaye 2013 GST Trust.

F8 · ownership.direct: Pursuant to Rule 16a-1(a)(4) of the Exchange Act of 1934, as amended (the "Exchange Act"), each of the Warburg Pincus Reporting Persons, other than the WP Shareholders, herein states that this Form 4 shall not be deemed an admission that it or he is the beneficial owner of any of the Common Shares of the Issuer reported in this Form 4. Each of WP Europa, WP Ganymede, WP X LP, WP X GP, WPP GP, WP Partners, WPP GP LLC, WP, WP LLC and Messrs. Kaye and Landy disclaims beneficial ownership of the Common Shares of the Issuer, except to the extent of its or his pecuniary interest in such Common Shares.

F9 · ownership.direct: Information with respect to each Warburg Pincus Reporting Person is given solely by such Warburg Pincus Reporting Person, and none of the Warburg Pincus Reporting Persons has responsibility for the accuracy or completeness of information supplied by another of the Warburg Pincus Reporting Persons, respectively.

F10 · ownership.direct: Solely for the purposes of Section 16 of the Exchange Act, each of the WP Shareholders, WP Europa, WP Ganymede, WP X LP, WP X GP, WPP GP, WP Partners, WPP GP LLC, and WP may be deemed a director-by-deputization by virtue of their contractual right to appoint one or more directors to the board of directors of the Issuer, pursuant to that certain Sponsor Shareholders Agreement (Warburg Pincus), by and among the Issuer and the shareholders party thereto, dated as of November 9, 2015, as amended.

F11 · ownership.direct: Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, Warburg Pincus (Ganymede-II) Private Equity X, L.P., Warburg Pincus & Co., Warburg Pincus LLC and Messrs. Charles R. Kaye and Joseph P. Landy have made a separate Form 4 filing.

SEC source: 0001341066-17-000024 · primary_doc.xml · nonDerivative · entry 1

COULTER DAVID A · CIK 0001179577 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By DC Dynasty Trust and SW Dynasty Trust

Disclosed balance after: 1,020

F1 · kind: On November 13, 2017, certain trusts that Mr. Coulter has an interest in received a distribution in kind from Warburg Pincus X Partners, L.P., a Delaware limited partnership, of 1,020 common shares of Triton International Limited, a Bermuda exempted company.

F1 · balance_after: On November 13, 2017, certain trusts that Mr. Coulter has an interest in received a distribution in kind from Warburg Pincus X Partners, L.P., a Delaware limited partnership, of 1,020 common shares of Triton International Limited, a Bermuda exempted company.

SEC source: 0001341066-17-000026 · primary_doc.xml · nonDerivative · entry 1

Alspaugh Robert W · CIK 0001365933 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 26,537

F1 · kind: This transaction involved a gift of securities by Mr. Alspaugh to his three adult children who each received 650 common shares of Issuer. Said children do not share Mr. Alspaugh's household.

F2 · timeliness: The Code V was inadvertently not reported on the original Form 4 filed for this transaction.

SEC source: 0001341066-17-000025 · primary_doc.xml · nonDerivative · entry 1

Alspaugh Robert W · CIK 0001365933 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 26,537

F1 · kind: This transaction involved a gift of securities by Mr. Alspaugh to his three adult children who each received 650 common shares of Issuer. Said children do not share Mr. Alspaugh's household.

SEC source: 0001341066-17-000023 · primary_doc.xml · nonDerivative · entry 1

Gallagher Michelle · CIK 0001636043 · Vice President & Controller

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 23,158

F1 · shares: Shares were sold pursuant to a stock trading plan dated June 2, 2017.

SEC source: 0001341066-17-000022 · primary_doc.xml · nonDerivative · entry 2

Gallagher Michelle · CIK 0001636043 · Vice President & Controller

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 24,158

F1 · shares: Shares were sold pursuant to a stock trading plan dated June 2, 2017

SEC source: 0001341066-17-000022 · primary_doc.xml · nonDerivative · entry 1

Gallagher Michelle · CIK 0001636043 · Vice President & Controller

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,158

F1 · shares: Shares were sold pursuant to a stock trading plan dated June 2, 2017

SEC source: 0001341066-17-000021 · primary_doc.xml · nonDerivative · entry 1

VALENTINE KEVIN · CIK 0001516314 · Senior Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 61,705

F1 · shares: Shares were sold pursuant to a 10b5-1 Sales Plan dated March 17, 2017.

SEC source: 0001341066-17-000020 · primary_doc.xml · nonDerivative · entry 1

VALENTINE KEVIN · CIK 0001516314 · Senior Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 63,705

F1 · shares: Shares were sold pursuant to a 10b5-1 Sales Plan dated March 17, 2017.

SEC source: 0001341066-17-000019 · primary_doc.xml · nonDerivative · entry 1

Alspaugh Robert W · CIK 0001365933 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 28,487

SEC source: 0001341066-17-000018 · primary_doc.xml · nonDerivative · entry 1

VALENTINE KEVIN · CIK 0001516314 · Senior Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 65,705

F1 · shares: Shares were sold pursuant to a 10b5-1 Sales Plan dated March 17, 2017.

SEC source: 0001341066-17-000017 · primary_doc.xml · nonDerivative · entry 1

VALENTINE KEVIN · CIK 0001516314 · Senior Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 67,705

F1 · shares: Shares were sold pursuant to a 10b5-1 Sales Plan dated March 17, 2017.

SEC source: 0001341066-17-000016 · primary_doc.xml · nonDerivative · entry 1

VALENTINE KEVIN · CIK 0001516314 · Senior Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 69,705

F1 · shares: Shares were sold pursuant to a 10b5-1 Sales Plan dated March 17, 2017.

SEC source: 0001660734-17-000021 · primary_doc.xml · nonDerivative · entry 1

COULTER DAVID A · CIK 0001179577 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 23,221

F1 · shares: Mr. Coulter was granted 5,525 common shares on May 10, 2017.

SEC source: 0001660734-17-000018 · primary_doc.xml · nonDerivative · entry 1

GERMAIN CLAUDE · CIK 0001459261 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 31,580

F1 · shares: Mr. Germain was granted 5,525 common shares on May 10, 2017.

SEC source: 0001660734-17-000020 · primary_doc.xml · nonDerivative · entry 1

Baker Malcolm · CIK 0001375540 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 43,550

F1 · shares: Mr. Baker was granted 5,525 common shares on May 10, 2017.

SEC source: 0001660734-17-000024 · primary_doc.xml · nonDerivative · entry 1

Alspaugh Robert W · CIK 0001365933 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 34,012

F1 · shares: Mr. Alspaugh was granted 5,525 common shares on May 10, 2017.

SEC source: 0001660734-17-000019 · primary_doc.xml · nonDerivative · entry 1

HANAU KENNETH · CIK 0001472451 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 34,750

F1 · shares: Mr. Hanau was granted 5,525 common shares on May 10, 2017.

SEC source: 0001660734-17-000023 · primary_doc.xml · nonDerivative · entry 1

Hextall John S. · CIK 0001676881 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,250

F1 · shares: Mr. Hextall was granted 5,525 common shares of the Company on May 10, 2017.

SEC source: 0000903423-17-000352 · vestar4.xml · nonDerivative · entry 1

Vestar/Triton Investments III, L.P. · CIK 0001679360 · Director · 10% owner

Vestar-Triton (Gibco) Ltd · CIK 0001679305 · Director · 10% owner

VESTAR CAPITAL PARTNERS LLC · CIK 0001537430 · Director · 10% owner

Triton-Vestar Luxco S.a.r.L · CIK 0001679374 · Director · 10% owner

Vestar/Triton Investments Holdings L.P. · CIK 0001679376 · Director · 10% owner

Vestar Capital Partners V L P · CIK 0001331338 · Director · 10% owner

VESTAR ASSOCIATES V, L.P. · CIK 0001416153 · Director · 10% owner

VESTAR MANAGERS V LTD. · CIK 0001416152 · Director · 10% owner

OCONNELL DANIEL S · CIK 0001263034 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,692,775

F1 · shares: On May 10, 2017, 5,525 common shares (the "Common Shares") of Triton International Limited (the "Issuer") were issued to Vestar Capital Partners LLC ("VCP") for director services provided by Robert Rosner to the Issuer. Mr. Rosner is a director of the Issuer and the designee to the Board of Directors of the Issuer by the Vestar Reporting Persons (as defined herein).

F2 · ownership.direct: Shareholders of the Issuer include: (i) Vestar/Triton Investments III, L.P. ("Vestar Investments"), (ii) Vestar-Triton (Gibco) Limited ("Vestar Gibco") and (iii) VCP (solely with respect to 12,250 Common Shares). VCP, Vestar Investments and Vestar Gibco are collectively referred to as "Vestar Shareholders".

F3 · ownership.direct: Triton-Vestar Luxco S.a.r.L. ("Luxco") is the sole member of Vestar Gibco. Vestar/Triton Investments Holdings L.P. ("Vestar/Triton Holdings") is the sole member of Luxco. Vestar Capital Partners V, L.P. ("Vestar Capital V") is the general partner of Vestar/Triton Holdings. Vestar Associates V, L.P. ("Vestar Associates V") is the general partner of Vestar Capital V. Vestar Managers V Ltd. ("VMV") is the general partner of both Vestar Associates V and Vestar Investments and has voting and investment power over the securities held or controlled by each of Vestar Investments and Vestar Gibco.

F4 · ownership.direct: Daniel S. O'Connell (together with Vestar Investments, Vestar Gibco, Luxco, Vestar/Triton Holdings, Vestar Capital V, Vestar Associates V and VMV, the "Vestar Reporting Persons") is the sole director of VMV and as a result he may be deemed to share beneficial ownership of the securities held directly by the aforementioned Vestar entities. Mr. O'Connell is the sole beneficial owner of VCP and as a result he may be deemed to share beneficial ownership of the securities held by VCP.

F5 · ownership.direct: Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Vestar Reporting Persons, other than the Vestar Shareholders that are Vestar Reporting Persons, herein states that this Form 4 shall not be deemed an admission that it or he is the beneficial owner of any of the Common Shares of the Issuer reported in this Form 4. Each of Luxco, Vestar/Triton Holdings, Vestar Capital V, Vestar Associates V, VMV and Mr. O'Connell disclaims beneficial ownership of the Common Shares of the Issuer, except to the extent of its or his pecuniary interest in such Common Shares. Each Vestar Shareholder disclaims beneficial ownership of the Common Shares held by the other Vestar Shareholders, except to the extent of its pecuniary interest in such Common Shares.

F6 · ownership.direct: Information with respect to each of the Vestar Reporting Persons is given solely by such Vestar Reporting Persons, respectively, and none of the Vestar Reporting Persons has responsibility for the accuracy or completeness of information supplied by another of the Vestar Reporting Persons, respectively.

F7 · ownership.direct: Solely for the purposes of Section 16 of the Exchange Act, each of Vestar Investments, Vestar Gibco, Luxco, Vestar/Triton Holdings, Vestar Capital V, Vestar Associates V, and VMV may be deemed a director-by-deputization by virtue of their contractual right to appoint a director to the board of directors of the Issuer, pursuant to that certain Sponsor Shareholders Agreement (Vestar), by and among the Issuer and the shareholders party thereto, dated as of November 9, 2015, as amended.

F8 · ownership.direct: The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

SEC source: 0001341066-17-000015 · primary_doc.xml · nonDerivative · entry 2

Burns John · CIK 0001341082 · CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 117,426

F1 · shares: Shares were sold pursuant to a 10b5-1 plan dated December 9, 2016.

SEC source: 0001341066-17-000015 · primary_doc.xml · nonDerivative · entry 1

Burns John · CIK 0001341082 · CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 121,126

F1 · shares: Shares were sold pursuant to a 10b5-1 plan dated December 9, 2016.

SEC source: 0000903423-17-000149 · wp1.xml · nonDerivative · entry 1

Warburg Pincus (Ganymede-II) Private Equity X, L.P. · CIK 0001617520 · Director · 10% owner

WARBURG PINCUS & CO. · CIK 0000929408 · Director · 10% owner

WARBURG PINCUS LLC · CIK 0001162870 · Director · 10% owner

ICIL Triton Holdings, L.P. · CIK 0001617568 · Director · 10% owner

WP Triton Manager Ltd. · CIK 0001617567 · Director · 10% owner

KAYE CHARLES R · CIK 0001239318 · Director · 10% owner

Landy Joseph P. · CIK 0001220638 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,816,382

F1 · kind: On July 12, 2016, TAL International Group, Inc., a Delaware corporation ("TAL"), Triton International Limited, a Bermuda exempted company (the "Issuer"), Triton Container International Limited, a Bermuda exempted company ("Triton"), Ocean Delaware Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the Issuer ("Delaware Merger Sub"), and Ocean Bermuda Sub Limited, a Bermuda exempted company and direct wholly owned subsidiary of the Issuer ("Bermuda Merger Sub"), completed the transactions contemplated by the Transaction Agreement, dated as of November 9, 2015, by and among TAL, the Issuer, Triton, Delaware Merger Sub and Bermuda Merger Sub, pursuant to which, ICIL Triton Holdings, L.P., a Bermuda exempted limited partnership ("ICIL-Triton"), received 7,877,590 common shares of the Issuer (the "Common Shares").

F2 · kind: On February 27, 2017, ICIL-Triton distributed the Common Shares to its limited partner in connection with a pro rata distribution to its partners.

F3 · ownership.direct: Additional shareholders of the Issuer that are reporting persons 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", and together with WP X Partners, WP Callisto-II and WP Europa-II, the "WP Shareholders").

F4 · ownership.direct: 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 managing 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.

F5 · ownership.direct: 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. WP Triton Manager Ltd., a Bermuda exempted company ("WP Triton Manager"), is the general partner of ICIL-Triton.

F6 · ownership.direct: Charles R. Kaye and Joseph P. Landy (Messrs. Kaye and Landy, together with the Warburg Pincus Entities, ICIL-Triton and WP Triton Manager, the "Warburg Pincus Reporting Persons") are each a (i) Managing General Partner of WP and (ii) Managing Member and Co-Chief Executive Officer of WP LLC, and may be deemed to control the Warburg Pincus Entities and be the beneficial owners of the Common Shares held by the WP Shareholders.

F7 · ownership.direct: Pursuant to Rule 16a-1(a)(4) of the Exchange Act of 1934, as amended (the "Exchange Act"), each of the Warburg Pincus Reporting Persons, other than ICIL-Triton and the WP Shareholders, herein states that this Form 4 shall not be deemed an admission that it or he is the beneficial owner of any of the Common Shares of the Issuer reported in this Form 4. Each of WP Triton Manager, WP Europa, WP Ganymede, WP X LP, WP X GP, WPP GP, WP Partners, WPP GP LLC, WP, WP LLC and Messrs. Kaye and Landy disclaims beneficial ownership of the Common Shares of the Issuer, except to the extent of its or his pecuniary interest in such Common Shares.

F8 · ownership.direct: Information with respect to each Warburg Pincus Reporting Person is given solely by such Warburg Pincus Reporting Person, and none of the Warburg Pincus Reporting Persons has responsibility for the accuracy or completeness of information supplied by another of the Warburg Pincus Reporting Persons.

F9 · ownership.direct: Solely for the purposes of Section 16 of the Exchange Act, each of the WP Shareholders, WP Europa, WP Ganymede, WP X LP, WP X GP, WPP GP, WP Partners, WPP GP LLC, WP, ICIL-Triton and WP Triton Manager may be deemed a director-by-deputization by virtue of their contractual right to appoint one or more directors to the board of directors of the Issuer, pursuant to that certain Sponsor Shareholders Agreement (Warburg Pincus), by and among the Issuer and the shareholders party thereto, dated as of November 9, 2015, as amended.

F10 · ownership.direct: Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, Warburg Pincus (Europa-II) Private Equity X, L.P., Warburg Pincus Partners GP LLC, Warburg Pincus (Callisto-II) Private Equity X, L.P., Warburg Pincus X Partners, L.P., Warburg Pincus (Europa) X LLC, Warburg Pincus (Ganymede) X LLC, Warburg Pincus X, L.P., Warburg Pincus X GP L.P., WPP GP LLC and Warburg Pincus Partners, L.P. have made a separate Form 4 filing.

SEC source: 0000903423-17-000148 · bharti4.xml · nonDerivative · entry 1

Bharti Global Ltd · CIK 0001692221 · Director · 10% owner

Bharti Overseas Private Ltd · CIK 0001692539 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,877,590

F1 · kind: On February 27, 2017, 7,877,590 Common Shares of Triton International Limited, a Bermuda exempted company (the "Issuer") were transferred to Bharti Global Limited, a private limited company formed under the laws of Jersey ("BGL"), through a pro rata distribution to a wholly-owned subsidiary of BGL and series of transactions among wholly-owned subsidiaries of BGL in reliance upon exemptions from registration under the Securities Act of 1933, as amended.

F2 · ownership.direct: Bharti Overseas Private Limited, a private limited company formed under the laws of India ("BOPL", and together with BGL, the "Reporting Persons") is the sole shareholder of BGL, which directly holds the Common Shares of the Issuer. Because of BOPL's relationship to BGL, BOPL may be deemed to beneficially own the Common Shares of the Issuer held directly by BGL.

F3 · ownership.direct: Pursuant to Rule 16a-1(a)(4) of the Exchange Act of 1934, as amended (the "Exchange Act"), BOPL herein states that this Form 4 shall not be deemed an admission that it is the beneficial owner of any of the Common Shares of the Issuer reported in this Form 4. BOPL disclaims beneficial ownership of the Common Shares of the Issuer, except to the extent of its pecuniary interest in such Common Shares.

F4 · ownership.direct: Information with respect to each Reporting Person is given solely by such Reporting Person, and neither of the Reporting Persons has responsibility for the accuracy or completeness of information supplied by another of the Reporting Persons.

F5 · ownership.direct: Solely for the purposes of Section 16 of the Exchange Act, each of the Reporting Persons may be deemed a director-by-deputization by virtue of the contractual right of a shareholder group of which BGL is a party to to appoint one or more directors to the board of directors of the Issuer, pursuant to that certain Sponsor Shareholders Agreement (Warburg Pincus), by and among the Issuer, BGL and the other shareholders party thereto, dated as of November 9, 2015, as amended.

SEC source: 0000903423-17-000150 · wp2.xml · nonDerivative · entry 1

Warburg Pincus (Europa-II) Private Equity X, L.P. · CIK 0001617521 · Director · 10% owner

Warburg Pincus Partners GP LLC · CIK 0001621224 · Director · 10% owner

Warburg Pincus (Callisto-II) Private Equity X, L.P. · CIK 0001617518 · Director

Warburg Pincus X Partners, L.P. · CIK 0001451560 · Director · 10% owner

Warburg Pincus (Europa) X LLC · CIK 0001617563 · Director · 10% owner

Warburg Pincus (Ganymede) X LLC · CIK 0001617558 · Director · 10% owner

Warburg Pincus X, L.P. · CIK 0001414561 · Director · 10% owner

Warburg Pincus X GP L.P. · CIK 0001414564 · Director · 10% owner

WPP GP LLC · CIK 0001621874 · Director · 10% owner

Warburg Pincus Partners, L.P. · CIK 0001621242 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,816,382

F1 · kind: On July 12, 2016, TAL International Group, Inc., a Delaware corporation ("TAL"), Triton International Limited, a Bermuda exempted company (the "Issuer"), Triton Container International Limited, a Bermuda exempted company ("Triton"), Ocean Delaware Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the Issuer ("Delaware Merger Sub"), and Ocean Bermuda Sub Limited, a Bermuda exempted company and direct wholly owned subsidiary of the Issuer ("Bermuda Merger Sub"), completed the transactions contemplated by the Transaction Agreement, dated as of November 9, 2015, by and among TAL, the Issuer, Triton, Delaware Merger Sub and Bermuda Merger Sub, pursuant to which, ICIL Triton Holdings, L.P., a Bermuda exempted limited partnership ("ICIL-Triton"), received 7,877,590 Common Shares of the Issuer (the "Common Shares").

F2 · kind: On February 27, 2017, ICIL-Triton distributed the Common Shares to its limited partner in connection with a pro rata distribution to its partners.

F3 · ownership.direct: Additional shareholders of the Issuer that are reporting persons 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", and together with WP X Partners, WP Callisto-II and WP Europa-II, the "WP Shareholders").

F4 · ownership.direct: 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 managing 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.

F5 · ownership.direct: 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. WP Triton Manager Ltd., a Bermuda exempted company ("WP Triton Manager"), is the general partner of ICIL-Triton.

F6 · ownership.direct: Charles R. Kaye and Joseph P. Landy (Messrs. Kaye and Landy, together with the Warburg Pincus Entities, ICIL-Triton and WP Triton Manager, the "Warburg Pincus Reporting Persons") are each a (i) Managing General Partner of WP and (ii) Managing Member and Co-Chief Executive Officer of WP LLC, and may be deemed to control the Warburg Pincus Entities and be the beneficial owners of the Common Shares held by the WP Shareholders.

F7 · ownership.direct: Pursuant to Rule 16a-1(a)(4) of the Exchange Act of 1934, as amended (the "Exchange Act"), each of the Warburg Pincus Reporting Persons, other than ICIL-Triton and the WP Shareholders, herein states that this Form 4 shall not be deemed an admission that it or he is the beneficial owner of any of the Common Shares of the Issuer reported in this Form 4. Each of WP Triton Manager, WP Europa, WP Ganymede, WP X LP, WP X GP, WPP GP, WP Partners, WPP GP LLC, WP, WP LLC and Messrs. Kaye and Landy disclaims beneficial ownership of the Common Shares of the Issuer, except to the extent of its or his pecuniary interest in such Common Shares.

F8 · ownership.direct: Information with respect to each Warburg Pincus Reporting Person is given solely by such Warburg Pincus Reporting Person, and none of the Warburg Pincus Reporting Persons has responsibility for the accuracy or completeness of information supplied by another of the Warburg Pincus Reporting Persons, respectively.

F9 · ownership.direct: Solely for the purposes of Section 16 of the Exchange Act, each of the WP Shareholders, WP Europa, WP Ganymede, WP X LP, WP X GP, WPP GP, WP Partners, WPP GP LLC, WP, ICIL-Triton and WP Triton Manager may be deemed a director-by-deputization by virtue of their contractual right to appoint one or more directors to the board of directors of the Issuer, pursuant to that certain Sponsor Shareholders Agreement (Warburg Pincus), by and among the Issuer and the shareholders party thereto, dated as of November 9, 2015, as amended.

F10 · ownership.direct: Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, Warburg Pincus (Ganymede-II) Private Equity X, L.P., Warburg Pincus & Co., Warburg Pincus LLC, ICIL Triton Holdings, L.P., WP Triton Manager Ltd. and Messrs. Charles R. Kaye and Joseph P. Landy have made a separate Form 4 filing.

SEC source: 0001341066-17-000001 · primary_doc.xml · nonDerivative · entry 1

O'Callaghan John F. · CIK 0001676873 · Global Head of Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 93,112

F1 · shares: Mr. O'Callaghan was granted 7,159 restricted shares on January 30, 2017.

SEC source: 0001341066-16-000074 · primary_doc.xml · nonDerivative · entry 1

Baker Malcolm · CIK 0001375540 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 38,025

SEC source: 0001341066-16-000073 · primary_doc.xml · nonDerivative · entry 1

HANAU KENNETH · CIK 0001472451 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 29,225

SEC source: 0001341066-16-000062 · primary_doc.xml · nonDerivative · entry 1

GERMAIN CLAUDE · CIK 0001459261 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 26,055

F1 · shares: Mr. Germain was granted 6,725 shares of common shares on September 7, 2016.

SEC source: 0001341066-16-000060 · primary_doc.xml · nonDerivative · entry 1

Baker Malcolm · CIK 0001375540 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 35,025

F1 · shares: Mr. Baker was granted 6,725 shares of common shares on September 7, 2016.

SEC source: 0001341066-16-000065 · primary_doc.xml · nonDerivative · entry 1

Sondey Brian · CIK 0001341065 · Director · Chairman & CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 387,341

F1 · shares: Mr. Sondey was granted 129,871 shares of restricted common shares on September 7, 2016.

SEC source: 0001341066-16-000070 · primary_doc.xml · nonDerivative · entry 1

Pearlin Marc · CIK 0001341066 · General Counsel & Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 59,507

F1 · shares: Mr. Pearlin was granted 19,481 shares of restricted common shares on September 7, 2016.

SEC source: 0001341066-16-000067 · primary_doc.xml · nonDerivative · entry 1

Burns John · CIK 0001341082 · CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 150,433

F1 · shares: Mr. Burns was granted 36,526 shares of restricted common shares on September 7, 2016.

SEC source: 0001341066-16-000061 · primary_doc.xml · nonDerivative · entry 1

Alspaugh Robert W · CIK 0001365933 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 28,487

F1 · shares: Mr. Alspaugh was granted 6,725 shares of common shares on September 7, 2016.

SEC source: 0001341066-16-000063 · primary_doc.xml · nonDerivative · entry 1

HANAU KENNETH · CIK 0001472451 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 19,225

F1 · shares: Mr. Hanau was granted 6,725 shares of common shares on September 7, 2016.

SEC source: 0001341066-16-000069 · primary_doc.xml · nonDerivative · entry 1

VALENTINE KEVIN · CIK 0001516314 · Global Re-Sale, Chassis, Tanks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 74,098

F1 · shares: Mr. Valentine was granted 27,598 shares of restricted common shares on September 7, 2016.

SEC source: 0001341066-16-000068 · primary_doc.xml · nonDerivative · entry 1

O'Callaghan John F. · CIK 0001676873 · Global Head of Field Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 85,953

F1 · shares: Mr. O'Callaghan was granted 17,857 shares of restricted shares on September 7, 2016.

SEC source: 0001341066-16-000066 · primary_doc.xml · nonDerivative · entry 1

Vernon Simon R · CIK 0001676857 · Director · President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 173,145

F1 · shares: Mr. Vernon was granted 64,936 shares of restricted common shares on September 7, 2016.

SEC source: 0001341066-16-000064 · primary_doc.xml · nonDerivative · entry 1

Hextall John S. · CIK 0001676881 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,725

F1 · shares: Mr. Hextall was granted 6,725 shares of common shares on September 7, 2016.

SEC source: 0001341066-16-000072 · primary_doc.xml · nonDerivative · entry 1

COULTER DAVID A · CIK 0001179577 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 17,696

F1 · shares: Mr. Coulter was granted 6,725 common shares on September 7, 2016.