| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NAV | Common Stock | Disposed to Issuer | -$5.32M | -120K | -100% | $44.50 | 0 | Jul 1, 2021 | Direct | F1 |
| transaction | NAV | Premium Share Units | Disposed to Issuer | -$461K | -10.4K | -100% | $44.50 | 0 | Jul 1, 2021 | Direct | F2, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NAV | Employee Stock Option (right to buy) | Disposed to Issuer | -$291K | -30.9K | -100% | $9.42* | 0 | Jul 1, 2021 | Common Stock | 30.9K | $35.08 | Direct | F4 |
| transaction | NAV | Employee Stock Option (right to buy) | Disposed to Issuer | -$97.7K | -22.6K | -100% | $4.32* | 0 | Jul 1, 2021 | Common Stock | 22.6K | $40.18 | Direct | F4 |
| transaction | NAV | Employee Stock Option (right to buy) | Disposed to Issuer | -$542K | -31.8K | -100% | $17.02 | 0 | Jul 1, 2021 | Common Stock | 31.8K | $27.48 | Direct | F4 |
| transaction | NAV | Employee Stock Option (right to buy) | Disposed to Issuer | -$252K | -15K | -100% | $16.83 | 0 | Jul 1, 2021 | Common Stock | 15K | $27.67 | Direct | F5 |
| transaction | NAV | Employee Stock Option (right to buy) | Disposed to Issuer | -$210K | -12.5K | -100% | $16.83 | 0 | Jul 1, 2021 | Common Stock | 12.5K | $27.67 | Direct | F6 |
Walter G. Borst is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | 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"). |
| F2 | The Premium Share Units were acquired under Navistar's Executive Stock Ownership Program. Each Premium Share Unit represents one share of Navistar Common Stock. |
| F3 | 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. |
| F4 | 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. |
| F5 | 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. |
| F6 | 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. |