Curt A. Kramer - 01 Jul 2021 Form 4 Insider Report for NAVISTAR INTERNATIONAL CORP

Reporting relationship: SVP & General Counsel
Issuer ticker: N/A
Reported as of: 01 Jul 2021
Net transaction value: -$824,727
SEC form: 4
Accepted by SEC: 02 Jul 2021, 10:28:36 UTC
Source filing: View source filing
Reporting owner signature: Curt A. Kramer

Key filing fact

Curt A. Kramer filed Form 4 for NAVISTAR INTERNATIONAL CORP on 02 Jul 2021.

Key facts

This page summarizes Curt A. Kramer's Form 4 filing for NAVISTAR INTERNATIONAL CORP.
5 reported transactions and 3 derivative rows are listed below.
Accepted by SEC: 02 Jul 2021, 10:28.

Change

No earlier filing in this sequence is available for direct comparison.
Current net transaction value: -$824,727.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

NAV transaction

Common Stock

Disposed to Issuer

Transaction value: $624,558
Shares: -14,035
Change %: -100%
Price: $44.50
Shares after: 0
Date: 01 Jul 2021
Ownership: Direct
Footnotes: F1

NAV transaction

Common Stock

Disposed to Issuer

Transaction value: $7,293
Shares: -164
Change %: -100%
Price: $44.50
Shares after: 0
Date: 01 Jul 2021
Ownership: By Navistar 401(k) Savings Plan
Footnotes: F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

NAV transaction Derivative

Employee Stock Option (right to buy)

Disposed to Issuer

Transaction value: $103,950
Shares: -11,035
Change %: -100%
Price: $9.42^*
Shares after: 0
Date: 01 Jul 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 11,035
Exercise price: $35.08
Footnotes: F3

NAV transaction Derivative

Employee Stock Option (right to buy)

Disposed to Issuer

Transaction value: $23,263
Shares: -5,385
Change %: -100%
Price: $4.32^*
Shares after: 0
Date: 01 Jul 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 5,385
Exercise price: $40.18
Footnotes: F3

NAV transaction Derivative

Employee Stock Option (right to buy)

Disposed to Issuer

Transaction value: $65,664
Shares: -3,303
Change %: -100%
Price: $19.88
Shares after: 0
Date: 01 Jul 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 3,303
Exercise price: $24.62
Footnotes: F3

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Curt A. Kramer is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 3 footnotes

Footnote 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").

Footnote F2

As a result of the Merger, each share of Issuer Common Stock held in the Navistar 401(k) Savings Plan (the "401(k) Plan"), was automatically converted into the right to receive an amount in cash equal to $44.50. The cash amount is subject to reinvestment in the 401(k) Plan.

Footnote F3

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.