Eleanor P. Cabrere - Jul 1, 2021 Form 4 Insider Report for NAVISTAR INTERNATIONAL CORP (NAV)

Role: Corporate Secretary
Signature: Eleanor P. Cabrere
Stock symbol: NAV
Transactions as of: Jul 1, 2021
Transactions value $: -$136,259
Form type: 4
Date filed: 7/2/2021, 10:28 AM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NAV	Common Stock	Disposed to Issuer	-$120K	-2.71K	-100%	$44.50	0	Jul 1, 2021	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NAV	Restricted Stock Units	Disposed to Issuer	-$15.8K	-356	-100%	$44.50	0	Jul 1, 2021	Common Stock	356		Direct	F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Eleanor P. Cabrere is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

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	Each restricted stock unit (RSU) represented the right to receive the cash equivalent of Navistar's common stock converted on a 1 to 1 basis.
F3	Pursuant to the Merger Agreement, each RSU 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. These RSUs were from a grant of 1,068 shares granted on February 13, 2019, that have been paid in cash as to 356 shares on February 13, 2020; and as to 356 shares on February 13, 2021; the remaining 356 shares, which were settled pursuant to the Merger, were scheduled to vest and pay out on February 13, 2022.