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