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
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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
*
CLARKE TROY A |
2. Issuer Name and Ticker or Trading Symbol
NAVISTAR INTERNATIONAL CORP
[
NAV
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Chairman |
(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)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 7/1/2021 | | D(1) | | 252926 | D | $44.50 (1) | 0 | D | |
Premium Share Units (2) | 7/1/2021 | | D(3) | | 6113 | D | $44.50 (3) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Employee Stock Option (right to buy) | $35.14 | 7/1/2021 | | D (4) | | | 66747 | (4) | 4/24/2029 (4) | Common Stock | 66747.0 | $9.36 (4) | 0 | D | |
Employee Stock Option (right to buy) | $40.71 | 7/1/2021 | | D (4) | | | 56497 | (4) | 4/16/2028 (4) | Common Stock | 56497.0 | $3.79 (4) | 0 | D | |
Employee Stock Option (right to buy) | $27.48 | 7/1/2021 | | D (4) | | | 68233 | (4) | 2/14/2027 (4) | Common Stock | 68233.0 | $17.02 (4) | 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) | The Premium Share Units were acquired under Navistar's Executive Stock Ownership Program. Each Premium Share Unit represents one share of Navistar Common Stock. |
(3) | Pursuant to the Merger Agreement, each Premium Share Unit 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. |
(4) | Pursuant to the Merger Agreement, each option to purchase shares of common stock of the Issuer, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash equal to the product obtained by multiplying (a) the amount by which $44.50 exceeds the per-share exercise price of such option, by (b) the total number of shares of Issuer Common Stock underlying such option. The original terms of the option provided for vesting in three annual installments with one-third of the option vesting on each anniversary date of the grant, so that in three years the option was fully vested. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
CLARKE TROY A NAVISTAR INTERNATIONAL CORPORATION 2701 NAVISTAR DRIVE LISLE, IL 60532 | X |
| Executive Chairman |
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Signatures
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Curt A. Kramer, Attorney in fact | | 7/2/2021 |
**Signature of Reporting Person | Date |
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