Statement of Changes in Beneficial Ownership (4)
July 02 2021 - 04:18PM
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
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|
| 1. Name
and Address of Reporting Person * RACHESKY MARK H
MD |
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 __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
|
(Last)
(First)
(Middle)
1345 AVENUE OF THE AMERICAS, 42ND FLOOR |
3. Date of Earliest Transaction (MM/DD/YYYY)
6/30/2021
|
|
(Street)
NEW YORK, NY 10105
(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 |
|
1099046 |
D |
(7) |
0 |
I |
See Footnotes (1)(2) |
|
Common Stock |
7/1/2021 |
|
D |
|
145426 |
D |
(7) |
0 |
I |
See Footnotes (3)(4) |
|
Common Stock |
7/1/2021 |
|
D |
|
14980528 |
D |
(7) |
0 |
I |
See Footnotes (5)(6) |
|
Common Stock |
6/30/2021 |
|
A |
|
758 |
A |
$0.00 |
53396 |
D |
|
|
Common Stock |
7/1/2021 |
|
D |
|
53396 |
D |
(7) |
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 Option (Right to Buy |
$37.03 |
7/1/2021 |
|
D |
|
|
5000 |
(8) |
12/9/2021 |
Common Stock |
5000 |
$7.47 |
0 |
D |
|
|
Stock Option (Right to Buy |
$10.60 |
7/1/2021 |
|
D |
|
|
5000 |
(8) |
12/8/2022 |
Common Stock |
5000 |
$33.90 |
0 |
D |
|
|
Stock Option (Right to Buy |
$30.94 |
7/1/2021 |
|
D |
|
|
5000 |
(8) |
12/13/2026 |
Common Stock |
5000 |
$13.56 |
0 |
D |
|
|
Stock Option (Right to Buy |
$41.63 |
7/1/2021 |
|
D |
|
|
5000 |
(8) |
12/12/2027 |
Common Stock |
5000 |
$2.87 |
0 |
D |
|
|
Stock Option (Right to Buy |
$27.31 |
7/1/2021 |
|
D |
|
|
5000 |
(8) |
12/11/2028 |
Common Stock |
5000 |
$17.19 |
0 |
D |
|
| Explanation of
Responses: |
| (1) |
These shares are held for
the account of MHR Capital Partners Master Account LP, an Anguilla,
British West Indies limited partnership ("Master Account"). MHR
Advisors LLC, a Delaware limited liability company ("Advisors"), is
the general partner of Master Account. MHRC LLC, a Delaware limited
liability company ("MHRC"), is the managing member of Advisors and
in such capacity may be deemed to be the beneficial owner of the
shares held for the account of Master Account. Mark H. Rachesky,
M.D. ("Dr. Rachesky") is the managing member of MHRC. In such
capacity, Dr. Rachesky may be deemed to be the beneficial owner of
the shares held for the account of Master Account. MHR Fund
Management LLC ("Fund Management") has an investment management
agreement with Master Account pursuant to which it has the power to
vote or direct the vote and to dispose or to direct the disposition
of the shares held for the account of Master Account and,
accordingly, |
| (2) |
(Continued from Footnote 1)
Fund Management may be deemed to beneficially own the shares held
for the account of Master Account. MHR Holdings LLC, a Delaware
limited liability company ("MHR Holdings"), is the managing member
of Fund Management and, in such capacity, may be deemed to
beneficially own any shares that are deemed to be beneficially
owned by Fund Management. Accordingly, MHR Holdings may be deemed
to beneficially own the shares held for the account of Master
Account. |
| (3) |
These shares are held for
the account of MHR Capital Partners (100) LP, a Delaware limited
partnership ("Capital Partners (100)"). Advisors is the general
partner of Capital Partners (100). MHRC is the managing member of
Advisors and in such capacity may be deemed to be the beneficial
owner of the shares held for the account of Capital Partners (100).
Dr. Rachesky is the managing member of MHRC. In such capacity, Dr.
Rachesky may be deemed to be the beneficial owner of the shares
held for the account of Capital Partners (100). Fund Management has
an investment management agreement with Capital Partners (100)
pursuant to which it has the power to vote or direct the vote and
to dispose or to direct the disposition of the shares held for the
account of Capital Partners (100) and, accordingly, Fund Management
may be deemed to beneficially own the shares held for the account
of Capital Partners (100). (Continued to Footnote 4) |
| (4) |
(Continued from Footnote 3)
MHR Holdings is the managing member of Fund Management and, in such
capacity, may be deemed to beneficially own any shares that are
deemed to be beneficially owned by Fund Management. Accordingly,
MHR Holdings may be deemed to beneficially own the shares held for
the account of Capital Partners (100). |
| (5) |
These shares are held for
the account of MHR Institutional Partners III LP, a Delaware
limited partnership ("Institutional Partners III"). MHR
Institutional Advisors III LLC, a Delaware limited liability
company "Institutional Advisors III") is the general partner of
Institutional Partners III. Dr. Rachesky is the managing member of
Institutional Advisors III. In such capacity, Dr. Rachesky may be
deemed to be the beneficial owner of the shares held for the
account of Institutional Partners III. Fund Management has an
investment management agreement with Institutional Partners III
pursuant to which it has the power to vote or direct the vote and
to dispose or to direct the disposition of the shares held for the
account of Institutional Partners III and, accordingly, Fund
Management may be deemed to beneficially own the shares held for
the account of Institutional Partners III. (Continued to Footnote
6) |
| (6) |
(Continued from Footnote 5)
MHR Holdings is the managing member of Fund Management and, in such
capacity, may be deemed to beneficially own any shares that are
deemed to be beneficially owned by Fund Management. Accordingly,
MHR Holdings may be deemed to beneficially own the shares held for
the account of Institutional Partners III. |
| (7) |
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 and each restricted
share unit was automatically converted into the right to receive an
amount in cash equal to $44.50 (the "Merger
Consideration"). |
| (8) |
Pursuant to the Merger
Agreement, each option to purchase shares of Issuer 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 |
RACHESKY MARK H MD
1345 AVENUE OF THE AMERICAS
42ND FLOOR
NEW YORK, NY 10105 |
X |
X |
|
|
Signatures
|
|
/s/ Janet Yeung as attorney in
fact |
|
7/2/2021 |
| **Signature of Reporting
Person |
Date |
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