Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4 
   

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Heiss Carla L. (Last) (First) (Middle) C/O TRITON CONTAINER INTERNATIONAL, INC. 100 MANHATTANVILLE ROAD (Street) PURCHASE NY 10577 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Triton International Ltd [ TRTN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP, General Counsel
	3. Date of Earliest Transaction (Month/Day/Year) 09/28/2023
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	09/28/2023		J(1)		2,000(1)	D	(1)	41,068(2)	D
Common Shares	09/28/2023		D(2)		41,068(2)	D	(3)(4)(5)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On September 28, 2023, the reporting person entered into a Rollover and Sale Agreement and related documents with Thanos Sidecar III L.P. (the "Partnership"), a limited partnership formed in connection with the Merger (as defined below) (the "Rollover Agreement"). Pursuant to the terms of the Rollover Agreement, immediately prior to the Merger on September 28, 2023, the reporting person contributed 2,000 of her Common Shares to the Partnership in exchange for limited partnership interests in the Partnership in order to retain an indirect equity investment in the Issuer following the Merger.

2. Disposed of in accordance with the terms of the Agreement and Plan of Merger, dated as of April 11, 2023 (the "Merger Agreement"), by and among the Issuer, Brookfield Infrastructure Corporation ("BIPC"), Thanos Holdings Limited ("Parent") and Thanos MergerSub Limited ("Merger Sub"), pursuant to which, at 8:00 a.m. EST on September 28, 2023, the effective time of the Merger (the "Effective Time"), among other things, Merger Sub merged with and into the Issuer, with the Issuer continuing as a subsidiary of Parent (the "Merger"). Includes 36,390 restricted Common Shares subject to time-based and performance-based vesting requirements, which figure assumes attainment of the maximum level of performance under the applicable award agreement in accordance with the vesting mechanics set forth in the Merger Agreement and as described in footnotes 4 and 5 to this Form 4.

3. Pursuant to the Merger Agreement, at the Effective Time, each issued and outstanding Common Share (other than Excluded Shares (as defined in the Merger Agreement)) was cancelled and converted automatically into, at the election of the shareholder as provided in and subject to Section 3.2 of the Merger Agreement, the right to receive either (i) the specified mixture of both cash and shares of class A exchangeable subordinate voting shares of BIPC ("BIPC Shares") equal to $68.50 per Common Share in cash and 0.3895 BIPC Shares, (ii) $83.16, or (iii) 2.21 BIPC Shares. No fractional BIPC shares were issued in connection with the Merger and the holders of Common Shares received cash in lieu of any fractional BIPC Shares resulting from the Merger.

4. Each award of restricted Common Shares that was outstanding immediately prior to the Effective Time was automatically and without any required action on the part of the shareholder, converted into the contingent right to receive an amount in cash, without interest, equal to the product obtained by multiplying (a) the number of restricted Common Shares subject to such award (with respect to any performance-based vesting requirements, assuming attainment of the maximum level of performance under the applicable award agreement) immediately prior to the Effective Time, by (b) $83.16, plus any unpaid cash in respect of dividends accrued prior to the Effective Time with respect to such restricted Common Shares (after giving effect to the maximum level of performance), less applicable taxes required to be withheld. (Continued on footnote 5 of this Form 4)

5. (Continued from footnote 4 to this Form 4) Subject to the applicable holder's continued service with Parent and its affiliates (including the Issuer and its subsidiaries), such contingent right to receive cash shall vest and become payable upon the earlier to occur of: (a) the satisfaction of the vesting conditions (including any vesting acceleration provisions) that applied to the corresponding portion of the applicable unvested restricted Common Shares immediately prior to the Effective Time, or (b) the twelve month anniversary of the Effective Time.

Remarks:

	/s/Shella Lieberman as attorney-in-fact for Carla L. Heiss	10/02/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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