person · Reporting owner

WP Triton Manager Ltd.

Disclosed activity across 1 company

Tapewire entity: 178515
SEC CIK: 0001617567

Reported relationships

Latest disclosed role at each company.

Company	Last reported as	Report date	Published
Triton International LtdTRTN · Entity 2730	Director · 10% owner	February 27, 2017	February 27, 2017

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

Triton International Ltd

Report date February 27, 2017 · Filed February 27, 2017

Jointly reported with Warburg Pincus (Ganymede-II) Private Equity X, L.P., WARBURG PINCUS & CO., WARBURG PINCUS LLC, ICIL Triton Holdings, L.P., KAYE CHARLES R, Landy Joseph P.

Security / award	Ownership account	Disclosed shares / units	Disclosure context
Common SharesSEC Table I · non-derivative	Direct	11,816,382	Reported balance After 2017-02-27 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes. 1 source row Row 1 · 2017-02-27 · Other · Disposed 7,877,590 · Balance 11,816,382 F1: 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: 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: 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: 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: 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: 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: 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: 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: 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: 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.

Filing footnotes · ownership attribution and instrument terms

F1: 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: 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: 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: 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: 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: 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: 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: 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: 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: 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.

Transaction history

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

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Transaction date	Company	Activity / security	Shares / units	Reported price	Reported value	Details
February 27, 2017 Filed Feb 27, 2017 22:14 UTC	Triton International Ltd TRTN · Entity 2730	OtherCommon Shares	7,877,590	$0.00	$0.00	Disclosure 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. Read SEC document

Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.