Persio V. Lisboa - Jul 1, 2021 Form 4 Insider Report for NAVISTAR INTERNATIONAL CORP (NAV)

Role
President and CEO
Signature
Curt A. Kramer, Attorney in fact
Stock symbol
NAV
Transactions as of
Jul 1, 2021
Transactions value $
-$4,804,136
Form type
4
Date filed
7/2/2021, 10:28 AM
Next filing
May 1, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NAV Common Stock Disposed to Issuer -$3.64M -81.8K -100% $44.50 0 Jul 1, 2021 Direct F1
transaction NAV Deferred Share Units Disposed to Issuer -$105K -2.37K -100% $44.50 0 Jul 1, 2021 Direct F2, F3
transaction NAV Premium Shares Units Disposed to Issuer -$18.9K -425 -100% $44.50 0 Jul 1, 2021 Direct F4, F5

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 Employee Stock Option (right to buy) Disposed to Issuer -$249K -26.5K -100% $9.42* 0 Jul 1, 2021 Common Stock 26.5K $35.08 Direct F6
transaction NAV Employee Stock Option (right to buy) Disposed to Issuer -$74.4K -17.2K -100% $4.32* 0 Jul 1, 2021 Common Stock 17.2K $40.18 Direct F6
transaction NAV Employee Stock Option (right to buy) Disposed to Issuer -$46.4K -2.92K -100% $15.89 0 Jul 1, 2021 Common Stock 2.92K $28.61 Direct F6
transaction NAV Employee Stock Option (right to buy) Disposed to Issuer -$361K -21.2K -100% $17.02 0 Jul 1, 2021 Common Stock 21.2K $27.48 Direct F6
transaction NAV Employee Stock Option (right to buy) Disposed to Issuer -$168K -9.98K -100% $16.83 0 Jul 1, 2021 Common Stock 9.98K $27.67 Direct F7
transaction NAV Employee Stock Option (right to buy) Disposed to Issuer -$140K -8.32K -100% $16.83 0 Jul 1, 2021 Common Stock 8.32K $27.67 Direct F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Persio V. Lisboa 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 The Deferred Share Units were acquired under Navistar's Executive Stock Ownership Program. Each Deferred Share Unit represents one share of Navistar Common Stock.
F3 Pursuant to the Merger Agreement, each Deferred 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 The Premium Share Units were acquired under Navistar's Executive Stock Ownership Program. Each Premium Share Unit represents one share of Navistar Common Stock.
F5 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.
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 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.
F7 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.
F8 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.