SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

COULTER DAVID A

(Last)

(First)

(Middle)

C/O TAL INTERNATIONAL GROUP, INC.

100 MANHATTANVILLE ROAD

(Street)

PURCHASE

10577

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/12/2016

3. Issuer Name and Ticker or Trading Symbol
Triton International Ltd [ TRTN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	10,971⁽¹⁾	D⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. Mr. Coulter's 13,738 shares of Triton Container International Limited ("Triton") were exchanged for 10,971 shares of Issuer pursuant to the Transaction Agreement dated November 9, 2015 between Triton, Issuer, TAL International Group, Inc. ("TAL"), Ocean Bermuda Sub Limited ("Bermuda Sub"), and Ocean Delaware Sub, Inc. ("Delaware Sub") in which Bermuda Sub merged with and into Triton with Triton surviving the merger as a wholly owned subsidiary of Issuer and Delaware Sub merged with and into TAL with TAL surviving the merger as a wholly owned subsidiary of Issuer.

2. Mr. Coulter is a director of the Issuer. Mr. Coulter is a Special Limited Partner of Warburg Pincus LLC, a New York limited liability company ("WP LLC"). Certain affiliates of WP LLC have filed or will file a separate Form 3 reporting securities of the Issuer that may be deemed to beneficially own.

	Marc Pearlin as attorney-in-fact for David A. Coulter	07/12/2016
	** 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 5 (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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