Traton Se - Jul 1, 2021 Form 4/A - Amendment Insider Report for NAVISTAR INTERNATIONAL CORP (NAV)

Role
10%+ Owner
Signature
TRATON SE By: /s/ Matthias Grundler, Chief Executive Officer By: /s/ Christian Schulz, Chief Financial Officer
Stock symbol
NAV
Transactions as of
Jul 1, 2021
Transactions value $
$0
Form type
4/A - Amendment
Date filed
7/1/2021, 08:45 PM
Date Of Original Report
Jul 1, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NAV Common Stock Other -16.6M -100% 2 Jul 1, 2021 See footnotes F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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, among other things, TRATON US Inc. ("TRATON US") directly holds two shares of common stock, par value $0.10 per share, of the Surviving Corporation (the "Surviving Corporation Shares"), and each Reporting Person may be deemed to beneficially own such Surviving Corporation Shares.
F2 Consists of the Surviving Corporation Shares described in Footnote 1.
F3 Prior to the consummation of the Merger, TRATON US was the direct owner of reported 16,629,667 shares of Common Stock of the Issuer (the "NAV Shares"). Each Reporting Person may be deemed to have been the beneficial owners of such NAV Shares.
F4 As a result of the Merger, among other things, the NAV Shares were automatically converted into one issued and outstanding Surviving Corporation Share and all of the issued and outstanding shares of the common stock of Merger Sub owned immediately prior to the Effective Time (as defined in the Merger Agreement) were converted into one issued and outstanding Surviving Corporation Share.

Remarks:

On July 1, 2021, the Reporting Persons filed a Form 4 which inadvertently misstated the titles of the signatories for Volkswagen AG.