Brookfield Infrastructure Form 3 Initial statement of insider ownership

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^*

BROOKFIELD Corp /ON/

(Last)

(First)

(Middle)

BROOKFIELD PLACE

181 BAY ST SUITE 100

(Street)

TORONTO ONTARIO

M5J2T3

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/28/2023

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

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

Director	X	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)

	Form filed by One Reporting Person
X	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, par value $0.01 per share	101,158,891⁽¹⁾	I	See Footnotes⁽²⁾⁽³⁾

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)

1. Name and Address of Reporting Person^*

BROOKFIELD Corp /ON/

(Last)

(First)

(Middle)

BROOKFIELD PLACE

181 BAY ST SUITE 100

(Street)

TORONTO ONTARIO

M5J2T3

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BAM Partners Trust

(Last)

(First)

(Middle)

C/O BROOKFIELD CORPORATION

BROOKFIELD PLACE 181 BAY ST SUITE 100

(Street)

TORONTO ONTARIO

M5J2T3

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIPC Holding LP

(Last)

(First)

(Middle)

C/O BROOKFIELD CORPORATION

BROOKFIELD PLACE 181 BAY ST SUITE 100

(Street)

TORONTO ONTARIO

M5J2T3

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIPC GP Holdings Inc.

(Last)

(First)

(Middle)

C/O BROOKFIELD CORPORATION

BROOKFIELD PLACE 181 BAY ST SUITE 100

(Street)

TORONTO ONTARIO

M5J2T3

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Brookfield Infrastructure Partners L.P.

(Last)

(First)

(Middle)

C/O BROOKFIELD CORPORATION

BROOKFIELD PLACE 181 BAY ST SUITE 100

(Street)

TORONTO ONTARIO

M5J2T3

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Brookfield Infrastructure Partners Ltd

(Last)

(First)

(Middle)

C/O BROOKFIELD CORPORATION

BROOKFIELD PLACE 181 BAY ST SUITE 100

(Street)

TORONTO ONTARIO

M5J2T3

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Brookfield Infrastructure Corp

(Last)

(First)

(Middle)

C/O BROOKFIELD CORPORATION

BROOKFIELD PLACE 181 BAY ST SUITE 100

(Street)

TORONTO ONTARIO

M5J2T3

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIF V Bermuda GP Ltd

(Last)

(First)

(Middle)

C/O BROOKFIELD CORPORATION

BROOKFIELD PLACE 181 BAY ST SUITE 100

(Street)

TORONTO ONTARIO

M5J2T3

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIF V Carry Splitter L.P.

(Last)

(First)

(Middle)

C/O BROOKFIELD CORPORATION

BROOKFIELD PLACE 181 BAY ST SUITE 100

(Street)

TORONTO ONTARIO

M5J2T3

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIF V Thanos Carry L.P.

(Last)

(First)

(Middle)

C/O BROOKFIELD CORPORATION

BROOKFIELD PLACE 181 BAY ST SUITE 100

(Street)

TORONTO ONTARIO

M5J2T3

(City)

(State)

(Zip)

Explanation of Responses:

1. See Exhibit 99.1 for text of footnote (1).

2. See Exhibit 99.1 for text of footnote (2).

3. See Exhibit 99.1 for text of footnote (3).

Remarks:

On September 28, 2023, Brookfield Infrastructure Corporation, a corporation organized under the laws of the Province of British Columbia, Canada ("BIPC"), Thanos Holdings Limited, an exempted company limited by shares incorporated under the laws of Bermuda ("Thanos Holdings"), and Triton International Limited, a Bermuda exempted company (the "Issuer"), completed the transactions contemplated by the Agreement and Plan of Merger, dated as of April 11, 2023 (the "Merger Agreement"), by and among the Issuer, BIPC, Thanos Holdings and Thanos MergerSub Limited, an exempted company limited by shares incorporated under the laws of Bermuda and a subsidiary of Thanos Holdings ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger (the "Surviving Company") as a subsidiary of Thanos Holdings. Immediately following the effectiveness of the Merger, the Common Shares of the Issuer received by BIPC in connection with the Merger were indirectly contributed to Thanos Holdings in exchange for indirect equity interests of Thanos Holdings, after which the Surviving Company is a wholly owned subsidiary of Thanos Holdings. Filing 1 of 2: This Form 3 is being filed in two parts due to the large number of reporting persons. The two filings relate to the same transactions described above. // Form 1 of 2

	/s/ See Signatures Included in Exhibit 99.2	10/10/2023
	** 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 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).
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Brookfield Infrastructure (BIPC) Form 3Initial statement of insider ownership