0000808450-21-000054.txt : 20210702
0000808450-21-000054.hdr.sgml : 20210702
20210702102914
ACCESSION NUMBER: 0000808450-21-000054
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210701
FILED AS OF DATE: 20210702
DATE AS OF CHANGE: 20210702
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: McMenamin William V
CENTRAL INDEX KEY: 0001651558
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-09618
FILM NUMBER: 211068376
MAIL ADDRESS:
STREET 1: C/O NAVISTAR INTERNATIONAL CORPORATION
STREET 2: 2701 NAVISTAR DRIVE
CITY: LISLE
STATE: IL
ZIP: 60532
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: NAVISTAR INTERNATIONAL CORP
CENTRAL INDEX KEY: 0000808450
STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711]
IRS NUMBER: 363359573
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1031
BUSINESS ADDRESS:
STREET 1: 2701 NAVISTAR DRIVE
CITY: LISLE
STATE: IL
ZIP: 60532
BUSINESS PHONE: 331-332-5000
MAIL ADDRESS:
STREET 1: 2701 NAVISTAR DRIVE
CITY: LISLE
STATE: IL
ZIP: 60532
FORMER COMPANY:
FORMER CONFORMED NAME: NAVISTAR INTERNATIONAL CORP /DE/NEW
DATE OF NAME CHANGE: 19920703
FORMER COMPANY:
FORMER CONFORMED NAME: NAVISTAR HOLDING INC
DATE OF NAME CHANGE: 19870528
4
1
wf-form4_162523614110928.xml
FORM 4
X0306
4
2021-07-01
1
0000808450
NAVISTAR INTERNATIONAL CORP
NAV
0001651558
McMenamin William V
NAVISTAR INTERNATIONAL CORPORATION
2701 NAVISTAR DRIVE
LISLE
IL
60532
0
1
0
0
President Fin Serv & Treasurer
Common Stock
2021-07-01
4
D
0
37823
44.50
D
0
D
Premium Share Units
2021-07-01
4
D
0
1681
44.50
D
0
D
Employee Stock Option (right to buy)
35.08
2021-07-01
4
D
0
7356
9.42
D
2029-02-13
Common Stock
7356.0
0
D
Employee Stock Option (right to buy)
40.18
2021-07-01
4
D
0
5385
4.32
D
2028-02-13
Common Stock
5385.0
0
D
Employee Stock Option (right to buy)
27.48
2021-07-01
4
D
0
7581
17.02
D
2027-02-14
Common Stock
7581.0
0
D
Employee Stock Option (right to buy)
27.67
2021-07-01
4
D
0
2067
16.83
D
2018-02-11
2022-02-11
Common Stock
2067.0
0
D
Employee Stock Option (right to buy)
27.67
2021-07-01
4
D
0
1723
16.83
D
2018-02-11
2022-02-11
Common Stock
1723.0
0
D
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").
The Premium Share Units were acquired under Navistar's Executive Stock Ownership Program. Each Premium Share Unit represents one share of Navistar Common Stock.
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.
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.
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 cliff vesting as to 100% of the eligible shares on the three year anniversary date of the grant if certain EBITDA Margin performance conditions were met.
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 cliff vesting as to 100% of the eligible shares on the three year anniversary date of the grant if certain Revenue Growth performance conditions were met.
Curt A. Kramer, Attorney in fact
2021-07-02