Michelle Gallagher - Sep 28, 2023 Form 4 Insider Report for Triton International Ltd (TRTN)

Signature
/s/Carla Heiss as attorney-in-fact for Michelle Gallagher
Stock symbol
TRTN
Transactions as of
Sep 28, 2023
Transactions value $
$0
Form type
4
Date filed
10/2/2023, 09:41 AM
Previous filing
Feb 9, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TRTN Common Shares Disposed to Issuer -12K -100% 0 Sep 28, 2023 Direct F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 8,236 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 3 and 4 to this Form 4.
F2 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.
F3 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 4 of this Form 4)
F4 (Continued from footnote 3 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.