Statement of Changes in Beneficial Ownership (4)
July 01 2021 - 04:46PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
|
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
|
|
1. Name
and Address of Reporting Person * TRATON
SE |
2. Issuer Name and Ticker or Trading
Symbol NAVISTAR INTERNATIONAL CORP [ NAV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
(Last)
(First)
(Middle)
DACHAUER STR. 641, |
3. Date of Earliest Transaction (MM/DD/YYYY)
7/1/2021
|
(Street)
MUNICH, 2M 80995
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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 Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
7/1/2021 |
|
J(1) |
|
16629667 (1)(3) |
D |
(1)(3)(4) |
2 (1)(2) |
I |
See footnotes (1)(3)(4) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying
Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Explanation of
Responses: |
(1) |
Pursuant to that certain
Agreement and Plan of Merger, dated as of November 7, 2020 (the
"Merger Agreement"), by and among Navistar International
Corporation, a Delaware Corporation (the "Issuer"), TRATON SE, a
Societas Europaea ("TRATON") and Dusk Inc., a Delaware Corporation
and a wholly owned indirect subsidiary of TRATON ("Merger Sub"),
Merger Sub was merged with and into the Issuer (the "Merger") with
the Issuer continuing as the surviving corporation and an indirect
subsidiary of TRATON (the "Surviving Corporation"). As a result of
the Merger, among other things, TRATON US Inc. ("TRATON US")
directly holds two shares of common stock, par value $0.10 per
share, of the Surviving Corporation (the "Surviving Corporation
Shares"), and each Reporting Person may be deemed to beneficially
own such Surviving Corporation Shares. |
(2) |
Consists of the Surviving
Corporation Shares described in Footnote 1. |
(3) |
Prior to the consummation of
the Merger, TRATON US was the direct owner of reported 16,629,667
shares of Common Stock of the Issuer (the "NAV Shares"). Each
Reporting Person may be deemed to have been the beneficial owners
of such NAV Shares. |
(4) |
As a result of the Merger,
among other things, the NAV Shares were automatically converted
into one issued and outstanding Surviving Corporation Share and all
of the issued and outstanding shares of the common stock of Merger
Sub owned immediately prior to the Effective Time (as defined in
the Merger Agreement) were converted into one issued and
outstanding Surviving Corporation Share. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
TRATON SE
DACHAUER STR. 641
MUNICH, 2M 80995 |
|
X |
|
|
VOLKSWAGEN AG
BERLINER RING 2
WOLFSBURG, 2M 38440 |
|
X |
|
|
TRATON US Inc.
C/O TRATON SE
DACHAUER STR. 641
MUNICH, 2M 80995 |
|
X |
|
|
Signatures
|
TRATON SE By: /s/ Matthias Grundler, Chief
Executive Officer By: /s/ Christian Schulz, Chief Financial
Officer |
|
7/1/2021 |
**Signature
of Reporting Person |
Date |
VOLKSWAGEN AG By: /s/ Matthias Grundler, Chief
Executive Officer By: /s/ Christian Schulz, Chief Financial
Officer |
|
7/1/2021 |
**Signature
of Reporting Person |
Date |
TRATON US INC. By: /s/ Franz Haslinger, Secretary
and Treasurer By: /s/ Do Young Kim, Chairman |
|
7/1/2021 |
**Signature
of Reporting Person |
Date |
Navistar (NYSE:NAV)
Historical Stock Chart
From Apr 2022 to May 2022
Navistar (NYSE:NAV)
Historical Stock Chart
From May 2021 to May 2022