0000899243-19-005760.txt : 20190304
0000899243-19-005760.hdr.sgml : 20190304
20190304161323
ACCESSION NUMBER: 0000899243-19-005760
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190228
FILED AS OF DATE: 20190304
DATE AS OF CHANGE: 20190304
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: RACHESKY MARK H MD
CENTRAL INDEX KEY: 0001194368
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-09618
FILM NUMBER: 19653870
MAIL ADDRESS:
STREET 1: 40 WEST 57TH STREET, 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
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
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-02-28
0
0000808450
NAVISTAR INTERNATIONAL CORP
NAV
0001194368
RACHESKY MARK H MD
1345 AVENUE OF THE AMERICAS
42ND FLOOR
NEW YORK
NY
10105
1
0
1
0
Common Stock
1099046
I
See Footnotes
Common Stock
145426
I
See Footnotes
Common Stock
14980528
I
See Footnotes
Common Stock
2019-02-28
4
M
0
3206
A
29140
D
Phantom Stock Units
0.00
2019-02-28
4
M
0
3206.776
D
2019-02-28
2019-02-28
Common Stock
3206.776
0
D
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,
(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.
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)
(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).
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)
(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.
Conversion is on a 1 for l basis.
Each unit of phantom stock was the economic equivalent of one share of Navistar Common Stock. The phantom stock units were settled for shares of Navistar Common Stock. The fractional phantom stock unit will be
reimbursed in cash.
/s/ Janet Yeung as attorney in fact
2019-03-04