Mark H. Md Rachesky - Jun 30, 2021 Form 4 Insider Report for NAVISTAR INTERNATIONAL CORP (NAV)

Role: Director, 10%+ Owner
Signature: /s/ Janet Yeung as attorney in fact
Stock symbol: NAV
Transactions as of: Jun 30, 2021
Transactions value $: -$374,950
Form type: 4
Date filed: 7/2/2021, 04:17 PM
Previous filing: Jun 21, 2021
Next filing: Sep 16, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NAV	Common Stock	Disposed to Issuer		-1.1M	-100%		0	Jul 1, 2021	See Footnotes	F1, F2, F7
transaction	NAV	Common Stock	Disposed to Issuer		-145K	-100%		0	Jul 1, 2021	See Footnotes	F3, F4, F7
transaction	NAV	Common Stock	Disposed to Issuer		-15M	-100%		0	Jul 1, 2021	See Footnotes	F5, F6, F7
transaction	NAV	Common Stock	Award	$0	+758	+1.44%	$0.00	53.4K	Jun 30, 2021	Direct
transaction	NAV	Common Stock	Disposed to Issuer		-53.4K	-100%		0	Jul 1, 2021	Direct	F7

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	Stock Option (Right to Buy	Disposed to Issuer	-$37.4K	-5K	-100%	$7.47^*	0	Jul 1, 2021	Common Stock	5K	$37.03	Direct	F8
transaction	NAV	Stock Option (Right to Buy	Disposed to Issuer	-$170K	-5K	-100%	$33.90	0	Jul 1, 2021	Common Stock	5K	$10.60	Direct	F8
transaction	NAV	Stock Option (Right to Buy	Disposed to Issuer	-$67.8K	-5K	-100%	$13.56	0	Jul 1, 2021	Common Stock	5K	$30.94	Direct	F8
transaction	NAV	Stock Option (Right to Buy	Disposed to Issuer	-$14.4K	-5K	-100%	$2.87^*	0	Jul 1, 2021	Common Stock	5K	$41.63	Direct	F8
transaction	NAV	Stock Option (Right to Buy	Disposed to Issuer	-$86K	-5K	-100%	$17.19	0	Jul 1, 2021	Common Stock	5K	$27.31	Direct	F8

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

Mark H. Md Rachesky is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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,
F2	(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.
F3	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)
F4	(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).
F5	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)
F6	(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.
F7	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 and each restricted share unit was automatically converted into the right to receive an amount in cash equal to $44.50 (the "Merger Consideration").
F8	Pursuant to the Merger Agreement, each option to purchase shares of Issuer 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.