Statement of Changes in Beneficial Ownership (4)
July 02 2021 - 11:04AM
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 |
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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
|
|
| 1. Name
and Address of Reporting Person *
ALAPONT JOSE MARIA |
2. Issuer Name and Ticker or Trading
Symbol NAVISTAR INTERNATIONAL CORP [ NAV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
|
(Last)
(First)
(Middle)
C/O NAVISTAR INTERNATIONAL CORPORATION, 2701 NAVISTAR
DRIVE |
3. Date of Earliest Transaction (MM/DD/YYYY)
7/1/2021
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|
(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) |
|
7785 |
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 |
|
Stock Options (Right to
buy) |
$27.31 |
7/1/2021 |
|
D (2) |
|
|
5000 |
(2) |
12/11/2028 (2) |
Common Stock |
5000.0 |
$17.19 (2) |
0 |
D |
|
|
Stock Options (Right to
buy) |
$41.63 |
7/1/2021 |
|
D (2) |
|
|
5000 |
(2) |
12/12/2027 (2) |
Common Stock |
5000.0 |
$2.87 (2) |
0 |
D |
|
|
Stock Options (Right to
buy) |
$30.94 |
7/1/2021 |
|
D (2) |
|
|
5000 |
(2) |
12/13/2026 (2) |
Common Stock |
5000.0 |
$13.56 (2) |
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) |
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
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
ALAPONT JOSE MARIA
C/O NAVISTAR INTERNATIONAL CORPORATION
2701 NAVISTAR DRIVE
LISLE, IL 60532 |
X |
|
|
|
Signatures
|
|
Curt A. Kramer, Attorney in fact |
|
7/2/2021 |
| **Signature of
Reporting Person |
Date |
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