Statement of Changes in Beneficial Ownership (4)
July 02 2021 - 10:28AM
Edgar (US Regulatory)
FORM 4
[X] 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 *
Cabrere Eleanor P |
2. Issuer Name and Ticker or Trading
Symbol NAVISTAR INTERNATIONAL CORP [ NAV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Corporate Secretary |
(Last)
(First)
(Middle)
NAVISTAR INTERNATIONAL CORPORATION, 2701 NAVISTAR
DRIVE |
3. Date of Earliest Transaction (MM/DD/YYYY)
7/1/2021
|
(Street)
LISLE, IL 60532
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ 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 |
|
D(1) |
|
2706 |
D |
$44.50 (1) |
0 |
D |
|
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 |
Restricted Stock Units |
(2) |
7/1/2021 |
|
D (3) |
|
|
356 |
(3) |
(3) |
Common Stock |
356.0 |
$44.50 (3) |
0 |
D |
|
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, each share of Issuer Common Stock was automatically
converted into the right to receive an amount in cash equal to
$44.50 (the "Merger Consideration"). |
(2) |
Each restricted stock unit
(RSU) represented the right to receive the cash equivalent of
Navistar's common stock converted on a 1 to 1 basis. |
(3) |
Pursuant to the Merger
Agreement, each RSU was canceled and converted into the right to
receive an amount in cash equal to the product obtained by
multiplying (a) $44.50, by (b) the total number of shares of Issuer
Common Stock underlying such award. These RSUs were from a grant of
1,068 shares granted on February 13, 2019, that have been paid in
cash as to 356 shares on February 13, 2020; and as to 356 shares on
February 13, 2021; the remaining 356 shares, which were settled
pursuant to the Merger, were scheduled to vest and pay out on
February 13, 2022. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Cabrere Eleanor P
NAVISTAR INTERNATIONAL CORPORATION
2701 NAVISTAR DRIVE
LISLE, IL 60532 |
|
|
Corporate Secretary |
|
Signatures
|
Eleanor P. Cabrere |
|
7/2/2021 |
**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