NAV Navistar International Corp

* Represents 16,242,012 newly issued shares of common stock, par value $0.10 per share (“Common Stock”) of Navistar International Corporation (the “Company”) pursuant to the Stock Purchase Agreement, dated as of September 5, 2016, between TRATON SE (“TRATON”) and the Company (the “Purchase Agreement”) and 387,655 shares of Common Stock purchased through December 31, 2017 pursuant to a Rule 10b5-1 trading plan adopted by TRATON on June 16, 2017.

** Based on 99,576,146 shares of Common Stock outstanding as of November 5, 2020, as represented by the Company in the Merger Agreement. 

* Represents 16,242,012 newly issued shares of common stock, par value $0.10 per share (“Common Stock”) of Navistar International Corporation (the “Company”) pursuant to the Stock Purchase Agreement, dated as of September 5, 2016, between TRATON SE (“TRATON”) and the Company (the “Purchase Agreement”) and 387,655 shares of Common Stock purchased through December 31, 2017 pursuant to a Rule 10b5-1 trading plan adopted by TRATON on June 16, 2017.

** Based on 99,576,146 shares of Common Stock outstanding as of November 5, 2020, as represented by the Company in the Merger Agreement. 

Item 1. Security and Issuer

This statement constitutes Amendment Number 7 to the Schedule 13D relating to the issued and outstanding shares of common stock, par value $0.10 per share (the “Common Stock”), of Navistar International Corporation, a Delaware corporation (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on March 10, 2017 (the “Original 13D”), as amended by Amendment No. 1 thereto filed on April 18, 2018 (“Amendment No. 1”), Amendment No. 2 thereto filed on January 30, 2020 (“Amendment No. 2”), Amendment No. 3 thereto filed on September 10, 2020 (“Amendment No. 3”), Amendment No. 4 thereto filed on October 14, 2020 (“Amendment No. 4”), Amendment No. 5 thereto filed October 19, 2020 (“Amendment No. 5”), Amendment No. 6 thereto filed November 7, 2020 (“Amendment No. 6,” and collectively, with the Original 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5, the “Schedule 13D”) on behalf of the Reporting Persons to furnish the additional information set forth herein. The principal executive offices of the Issuer are located at 2701 Navistar Drive, Lisle, Illinois 60532. All capitalized terms contained herein but not otherwise defined shall have the meaning ascribed to such term in the Schedule 13D.

Item 2. Identity and Background

Schedule A is hereby amended in its entirety by replacing it with the Schedule A attached to this statement.

Item 2(d) is hereby amended in its entirety by replacing it with the following: During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of the persons listed on Schedule A have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) except that on January 11, 2017, Volkswagen Aktiengesellschaft (“Volkswagen”) waived indictment and entered a plea agreement with the United States under Rule 11(c)(1)(C) of the Federal Rules of Criminal Procedure. A copy of the plea agreement can be found at: https://www.justice.gov/opa/press-release/file/924436/download [justice.gov]. The plea agreement concerns conduct related to the introduction into the United States of diesel vehicles with defeat devices as defined under U.S. law. Neither TRATON, nor any of the persons listed on Schedule A, is a party to the plea agreement. On March 10, 2017, Volkswagen entered, and the presiding court, the United States District Court for the Eastern District of Michigan, accepted, a guilty plea to conspiracy to commit fraud, obstruction of justice and entry of goods by false statement charges. At the sentencing on April 21, 2017, the Court entered the plea agreement, which provides for payment of a criminal fine of $2.8 billion and the appointment of an independent compliance monitor for a period of three years. The monitor has been tasked with assessing, overseeing and monitoring the company’s compliance with the terms of the plea agreement, including measures to further strengthen Volkswagen’s compliance, reporting and monitoring mechanisms and implementation of an enhanced ethics program.  On October 17, 2019, Volkswagen announced that it was granted a 90-day extension by DOJ and the monitor to demonstrate that it has met its commitments under the terms of the plea agreement.  In September 2020, the term of the independent compliance monitor retained pursuant to the plea agreement expired.

A regulatory offense proceeding that was opened against Volkswagen in April 2016 has been terminated by the administrative fine order issued against Volkswagen by the Braunschweig Office of the Public Prosecutor on June 13, 2018. The administrative fine order is based on a negligent breach in the Powertrain Development department of the obligation to supervise, relating to the period from mid-2007 to 2015 and a total of 10.7 million vehicles with diesel engines of types EA 189 worldwide and EA 288 (Generation 3) in the USA and Canada. The administrative order imposes a total fine of €1.0 billion, consisting of a penalty payment of €5 million and the forfeiture of economic benefits in the amount of €995 million. After thorough examination, the fine has been accepted and paid in full by Volkswagen, rendering the administrative fine order legally final. The administrative fine order terminates the regulatory offense proceeding against Volkswagen.

In December 2019, the Canadian federal environmental regulator filed charges against Volkswagen in respect of 2.0 l and 3.0 l Volkswagen and Audi vehicles at the conclusion of its criminal enforcement-related investigation into the diesel emissions issue. Volkswagen cooperated with the investigation and agreed to a plea resolution addressing all of the charges. In January 2020, Volkswagen pleaded guilty to the charges and agreed to pay a penalty of C$196.5 million, which was approved by the court. Following this approval, the Ontario provincial environmental regulator withdrew its action against Volkswagen charging a quasi-criminal enforcement-related offense with respect to certain Volkswagen and Audi 2.0 l diesel vehicles.

Item 5. Interest in Securities of the Issuer

Items 5(a) and 5(b) are hereby amended in their entirety by replacing them with the following:

(a) The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons as set forth in rows 7 through 13 of the cover pages hereto is incorporated by reference. TRATON is the beneficial owner of 16,629,667 shares of Common Stock, which represents 16.70% of the shares of Common Stock outstanding based on 99,576,146 shares of Common Stock outstanding as of November 5, 2020, as represented by the Issuer in the Merger Agreement. Volkswagen is deemed to have beneficial ownership of the 16,629,667 shares of Common Stock owned beneficially by TRATON. Except as set forth in this Item 5(a), none of the Reporting Persons, and, to the best of their knowledge, none of the persons named in Schedule A hereto owns beneficially any shares of Common Stock.

(b) TRATON has shared power to vote and dispose of 16,629,667 shares of Common Stock. Volkswagen has shared power to vote and to dispose of 16,629,667 shares of Common Stock.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS

The name, present principal occupation or employment, title, business address and citizenship of each of the members of the Management Board and the Supervisory Board of Volkswagen and the Executive Board and Supervisory Board of TRATON are set forth below. If no business address is given, the member’s business address is Berliner Ring 2, 38440 Wolfsburg, Germany for Volkswagen and Dachauer Str. 641, 80995 Munich, Germany for TRATON. Unless otherwise indicated below, all of the persons listed below are citizens of Germany.

Volkswagen AG

Board of Management

Supervisory Board

TRATON SE

Executive Board

Supervisory Board