0000950103-21-009883.txt : 20210701 0000950103-21-009883.hdr.sgml : 20210701 20210701164553 ACCESSION NUMBER: 0000950103-21-009883 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210701 FILED AS OF DATE: 20210701 DATE AS OF CHANGE: 20210701 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VOLKSWAGEN AG CENTRAL INDEX KEY: 0001111708 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09618 FILM NUMBER: 211066547 BUSINESS ADDRESS: STREET 1: 38436 WOLFSBURG GERMANY STREET 2: 38436 WOLFSBURG GERMANY CITY: GERMANY MAIL ADDRESS: STREET 1: VOLKSWAGEN AG STREET 2: 38436 WOLFSBURG GERAMY REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TRATON US Inc. CENTRAL INDEX KEY: 0001867295 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09618 FILM NUMBER: 211066546 BUSINESS ADDRESS: STREET 1: C/O TRATON SE STREET 2: DACHAUER STR. 641 CITY: MUNICH STATE: 2M ZIP: 80995 BUSINESS PHONE: 49 0 89 36098 70 MAIL ADDRESS: STREET 1: C/O TRATON SE STREET 2: DACHAUER STR. 641 CITY: MUNICH STATE: 2M ZIP: 80995 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TRATON SE CENTRAL INDEX KEY: 0001697835 STATE OF INCORPORATION: 2M FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09618 FILM NUMBER: 211066548 BUSINESS ADDRESS: STREET 1: BRAWO PARK STREET 2: WILLY-BRANDT-PLATZ 19 CITY: BRAUNSCHWEIG STATE: 2M ZIP: 38102 BUSINESS PHONE: 49 5361 8978500 MAIL ADDRESS: STREET 1: BRAWO PARK STREET 2: WILLY-BRANDT-PLATZ 19 CITY: BRAUNSCHWEIG STATE: 2M ZIP: 38102 FORMER NAME: FORMER CONFORMED NAME: Volkswagen Truck & Bus GmbH DATE OF NAME CHANGE: 20170210 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NAVISTAR INTERNATIONAL CORP CENTRAL INDEX KEY: 0000808450 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 363359573 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 BUSINESS ADDRESS: STREET 1: 2701 NAVISTAR DRIVE CITY: LISLE STATE: IL ZIP: 60532 BUSINESS PHONE: 331-332-5000 MAIL ADDRESS: STREET 1: 2701 NAVISTAR DRIVE CITY: LISLE STATE: IL ZIP: 60532 FORMER COMPANY: FORMER CONFORMED NAME: NAVISTAR INTERNATIONAL CORP /DE/NEW DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NAVISTAR HOLDING INC DATE OF NAME CHANGE: 19870528 4 1 dp153711_4-traton.xml FORM 4 X0306 4 2021-07-01 0 0000808450 NAVISTAR INTERNATIONAL CORP NAV 0001697835 TRATON SE DACHAUER STR. 641 MUNICH 2M 80995 GERMANY 0 0 1 0 0001111708 VOLKSWAGEN AG BERLINER RING 2 WOLFSBURG 2M 38440 GERMANY 0 0 1 0 0001867295 TRATON US Inc. C/O TRATON SE DACHAUER STR. 641 MUNICH 2M 80995 GERMANY 0 0 1 0 Common Stock 2021-07-01 4 J 0 16629667 D 2 I See footnotes 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. Consists of the Surviving Corporation Shares described in Footnote 1. 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. 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. TRATON SE By: /s/ Matthias Grundler, Chief Executive Officer By: /s/ Christian Schulz, Chief Financial Officer 2021-07-01 VOLKSWAGEN AG By: /s/ Matthias Grundler, Chief Executive Officer By: /s/ Christian Schulz, Chief Financial Officer 2021-07-01 TRATON US INC. By: /s/ Franz Haslinger, Secretary and Treasurer By: /s/ Do Young Kim, Chairman 2021-07-01