Warburg Pincus (Ganymede-II) Private Equity X, L.P.

SEC source: 0000903423-19-000154 · wp1.xml · nonDerivative · entry 1

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

WARBURG PINCUS & CO. · CIK 0000929408 · Director

WARBURG PINCUS LLC · CIK 0001162870 · Director

KAYE CHARLES R · CIK 0001239318 · Director

Landy Joseph P. · CIK 0001220638 · Director

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F1 · kind: The amount sold by each WP Shareholder (defined below) are as follows: (i) Warburg Pincus (Callisto-II) Private Equity X, L.P., a Delaware limited partnership ("WP Callisto-II"), selling 2,294,552 Common Shares, (ii) Warburg Pincus (Ganymede-II) Private Equity X, L.P., a Delaware limited partnership ("WP Ganymede-II"), selling 2,302,523 Common Shares, (iii) Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners"), selling 221,779 Common Shares and (iv) Warburg Pincus (Europa-II) Private Equity X, L.P., a Delaware limited partnership ("WP Europa-II", and together with WP X Partners, WP Callisto-II and WP Ganymede-II, the "WP Shareholders", each a "WP Shareholder"), selling 2,313,936 Common Shares.

F2 · 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.

F3 · 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.

F4 · 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 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 to have been the beneficial owners of the Common Shares held by the WP Shareholders.

F5 · ownership.direct: In addition to the 7,132,790 Common Shares Mr. Kaye may have been 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 on November 13, 2017, when the WP Shareholders made a pro rata distribution in kind of 2,496,592 Common Shares to their limited partners (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.

F6 · ownership.direct: In addition to the 7,132,790 Common Shares Mr. Landy may have been 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. Landy may be deemed to have beneficial ownership over an additional 8,500 Common Shares, all of which were distributed in the Distribution. Such 8,500 Common Shares are held by Landy Family Trust u/a DTD 9/10/01.

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 the WP Shareholders, herein states that this Form 4 shall not be deemed an admission that it or he is or was 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 disclaimed beneficial ownership of the Common Shares, 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, and WP may have been 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: 0000903423-18-000584 · wp1.xml · nonDerivative · entry 1

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

WARBURG PINCUS & CO. · CIK 0000929408 · Director

WARBURG PINCUS LLC · CIK 0001162870 · Director

KAYE CHARLES R · CIK 0001239318 · Director

Landy Joseph P. · CIK 0001220638 · Director

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,132,790

F1 · kind: On October 5, 2018, the WP Shareholders (defined below) entered into a Share Purchase Agreement (the "Share Purchase Agreement") with Bharti Global Limited to sell to Bharti Global Limited 337,000 common shares (the "Common Shares") of Triton International Limited, a Bermuda exempted company (the "Issuer") at a price of $34.78 per share. The transaction was subject to certain closing conditions, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which was terminated on November 1, 2018. On November 1, 2018, all material conditions to closing of the Share Purchase Agreement were satisfied.

F2 · kind: The WP Shareholders and the amount sold by each WP Shareholder are as follows: (i) Warburg Pincus (Callisto-II) Private Equity X, L.P., a Delaware limited partnership ("WP Callisto-II"), selling 108,410 Common Shares, (ii) Warburg Pincus (Ganymede-II) Private Equity X, L.P., a Delaware limited partnership ("WP Ganymede-II"), selling 108,786 Common Shares, (iii) Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners"), selling 10,478 Common Shares and (iv) Warburg Pincus (Europa-II) Private Equity X, L.P., a Delaware limited partnership ("WP Europa-II", and together with WP X Partners, WP Callisto-II and WP Ganymede-II, the "WP Shareholders", each a "WP Shareholder"), selling 109,326 Common Shares.

F3 · 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.

F4 · 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.

F5 · 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 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.

F6 · ownership.direct: In addition to the 7,132,790 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 on November 13, 2017, when the WP Shareholders made a pro rata distribution in kind of 2,496,592 Common Shares to their limited partners (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.

F7 · ownership.direct: In addition to the 7,132,790 Common Shares in which Mr. Landy 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. Landy may be deemed to have beneficial ownership over an additional 8,500 Common Shares, all of which were distributed in the Distribution. Such 8,500 Common Shares are held by Landy Family Trust u/a DTD 9/10/01.

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, 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.

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: 0000903423-18-000500 · wp1.xml · nonDerivative · entry 1

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

WARBURG PINCUS & CO. · CIK 0000929408 · Director

WARBURG PINCUS LLC · CIK 0001162870 · Director

KAYE CHARLES R · CIK 0001239318 · Director

Landy Joseph P. · CIK 0001220638 · Director

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,469,790

F1 · kind: On September 5, 2018, the WP Shareholders (defined below) sold an aggregate of 1,850,000 common shares (the "Common Shares") of Triton International Limited, a Bermuda exempted company (the "Issuer"), with (i) Warburg Pincus (Callisto-II) Private Equity X, L.P., a Delaware limited partnership ("WP Callisto-II"), selling 595,128 Common Shares, (ii) Warburg Pincus (Ganymede-II) Private Equity X, L.P., a Delaware limited partnership ("WP Ganymede-II"), selling 597,195 Common Shares, (iii) Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners"), selling 57,522 Common Shares and (iv) Warburg Pincus (Europa-II) Private Equity X, L.P., a Delaware limited partnership ("WP Europa-II", and together with WP X Partners, WP Callisto-II and WP Ganymede-II, the "WP Shareholders"), selling 600,155 Common Shares.

F2 · 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.

F3 · 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.

F4 · 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 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.

F5 · ownership.direct: In addition to the 7,469,790 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 on November 13, 2017, when the WP Shareholders made a pro rata distribution in kind of 2,496,592 Common Shares to their limited partners (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.

F6 · ownership.direct: In addition to the 7,469,790 Common Shares in which Mr. Landy 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. Landy may be deemed to have beneficial ownership over an additional 8,500 Common Shares, all of which were distributed in the Distribution. Such 8,500 Common Shares are held by Landy Family Trust u/a DTD 9/10/01.

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 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, 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, 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.

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: 0000903423-17-000653 · 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: 0000903423-17-000149 · 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.