UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~October 1528, 2016

TRAC INTERMODAL LLC

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

incorporation or organization)

551112

(Primary Standard Industrial Classification Code Number)

Classification Code Number)

46-0648957

(I.R.S. Employer Identification No.)

750 College Road East Princeton, New Jersey 08540 (609) 452-8900

~~Princeton~~(Address, ~~New~~including ~~Jersey~~zip ~~08540~~code, and telephone number, including area code, of registrant’s principal executive offices)

(609) 452-8900

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 25.0302. ~~Creation~~Compensatory ofArrangements ~~a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement~~ of aCertain ~~Registrant~~Officers.

AsOn ~~previously~~October 25, ~~reported~~2016, the Board of Directors of SCT Chassis Inc. (the “Board”) approved the adoption of the SCT Chassis Inc. Restricted Stock Unit Plan (the “Plan”). The Plan permits the Board to grant to eligible employees of Interpool, Inc., d/b/a TRAC Intermodal (“TRAC”), aSCT ~~subsidiary~~Chassis Inc. (“SCT Chassis”) or any of ~~TRAC~~their ~~Intermodal~~respective ~~LLC~~subsidiaries ~~(the~~or successors, restricted stock units (“~~Company~~RSUs”),. Each isRSU ~~party~~granted tounder anthe ~~asset~~Plan ~~backed~~will ~~credit~~represent ~~agreement,~~the ~~dated~~right as of ~~August 9~~the participant to receive, ~~2012~~upon vesting, asone ~~amended~~share orof ~~modified~~common ~~from~~stock ~~time~~of SCT Chassis, subject to ~~time~~such (participant’s satisfaction of the ~~“Credit~~applicable ~~Agreement”)~~conditions ~~among~~to vesting and settlement set forth in the ~~loan~~Plan ~~parties~~and ~~listed~~the ~~therein,~~individual participant’s award agreement. Holders of unvested RSUs will not have any voting rights with respect to the ~~lenders~~underlying ~~named~~shares ~~therein~~of ~~and~~common ~~Bank~~stock of ~~America~~SCT Chassis to which the RSUs relate, ~~N.A.~~however, they will be entitled to receive certain dividend equivalent rights in respect of outstanding RSUs that will be subject to the same vesting conditions as ~~administrative~~apply ~~agent~~to the related RSUs.

OnIn ~~August 15,~~connection ~~2016,~~with the ~~Company~~adoption ~~borrowed~~of ~~$80~~the ~~million~~Plan, ~~(the~~each ~~“Borrowing”)~~of ~~under~~Keith Lovetro, the ~~revolving~~Company’s ~~credit~~President ~~facility~~and ofChief ~~the~~Executive ~~Credit~~Officer ~~Agreement.~~and ~~This~~Chris ~~amount~~Annese, ~~carries~~the anCompany’s ~~interest~~Executive ~~rate~~Vice ofPresident, ~~one-month~~were ~~USD~~granted, ~~LIBOR~~respectively, +40,578 ~~2.00%~~ and ~~matures on December 10~~17,015 ~~2020~~RSUs, which iswill ~~the~~vest ~~maturity~~in ~~date~~approximately ofequal ~~the~~installments ~~revolving~~on ~~credit~~each ~~facility. The~~of ~~Borrowing~~January 1, ~~was~~2017, ~~used~~2018 toand ~~finance~~2019, ~~the~~subject ~~previously~~to ~~reported~~the ~~redemption~~participant’s ofcontinued ~~$80~~employment ~~million~~through inthe ~~aggregate~~relevant ~~principal~~vesting ~~amount~~date. Vesting of ~~the~~some ~~outstanding~~or ~~11.0%~~all ~~Senior~~of ~~Secured~~the ~~Notes~~RSUs ~~due~~will ~~2019~~accelerate ~~issued~~upon bya ~~the~~termination ~~Company~~of ~~and~~the ~~TRAC~~participant’s ~~Intermodal~~employment ~~Corp.~~without atcause aor ~~redemption~~due ~~price equal~~ to ~~105.500%~~the ofparticipant’s ~~such~~death ~~aggregate~~or ~~principal amount, effective August 15, 2016~~disability.

~~For~~The aCompany ~~description~~expects ofto ~~the~~file ~~material terms and conditions of~~ the ~~Credit~~Plan ~~Agreement, see the discussions of the Credit Agreement included in the section entitled “Liquidity~~ and ~~Capital~~form ~~Resources”~~award inagreement ~~the Company’s Annual Report on Form 10-K for the year ended December 31, 2015,~~ as ~~supplemented~~exhibits byto ~~the section entitled “Liquidity and Capital Resources” in~~ its Quarterly Report on Form 10-Q for the quarter ended ~~June~~September 30, 2016. ~~Such~~and ~~description of~~ the ~~Credit~~foregoing ~~Agreement~~description ~~does not purport to be complete and~~ is qualified in its entirety by ~~reference to~~ the ~~full~~complete ~~text~~terms of the ~~Credit~~Plan ~~Agreement (as amended from time to time), a copy of which has been filed by the Company with the U.S. Securities~~ and ~~Exchange~~form ~~Commission,~~award ~~and is incorporated herein by reference~~agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TRAC Intermodal LLC
Dated: August 16, 2016	By:	/s/ Gregg Carpene
Dated: October 28, 2016	By:	/s/ Gregg Carpene
		Name:	Gregg Carpene
		Name: Gregg Carpene
		Title:	General Counsel
		Title: General Counsel

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