0000808450-21-000050.txt : 20210702 0000808450-21-000050.hdr.sgml : 20210702 20210702102801 ACCESSION NUMBER: 0000808450-21-000050 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210701 FILED AS OF DATE: 20210702 DATE AS OF CHANGE: 20210702 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cabrere Eleanor P CENTRAL INDEX KEY: 0001850111 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09618 FILM NUMBER: 211068371 MAIL ADDRESS: STREET 1: NAVISTAR INTERNATIONAL CORPORATION STREET 2: 2701 NAVISTAR DRIVE CITY: LISLE STATE: IL ZIP: 60532 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 wf-form4_162523606779169.xml FORM 4 X0306 4 2021-07-01 1 0000808450 NAVISTAR INTERNATIONAL CORP NAV 0001850111 Cabrere Eleanor P NAVISTAR INTERNATIONAL CORPORATION 2701 NAVISTAR DRIVE LISLE IL 60532 0 1 0 0 Corporate Secretary Common Stock 2021-07-01 4 D 0 2706 44.50 D 0 D Restricted Stock Units 2021-07-01 4 D 0 356 44.50 D Common Stock 356.0 0 D 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"). Each restricted stock unit (RSU) represented the right to receive the cash equivalent of Navistar's common stock converted on a 1 to 1 basis. Pursuant to the Merger Agreement, each RSU 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. These RSUs were from a grant of 1,068 shares granted on February 13, 2019, that have been paid in cash as to 356 shares on February 13, 2020; and as to 356 shares on February 13, 2021; the remaining 356 shares, which were settled pursuant to the Merger, were scheduled to vest and pay out on February 13, 2022. Eleanor P. Cabrere 2021-07-02