Navistar International Form 4 / Eleanor P Cabrere ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Cabrere Eleanor P

(Last)

(First)

(Middle)

NAVISTAR INTERNATIONAL CORPORATION

2701 NAVISTAR DRIVE

(Street)

LISLE

60532

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NAVISTAR INTERNATIONAL CORP [ NAV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Corporate Secretary

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/01/2021		D⁽¹⁾		2,706	D	$44.5⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	07/01/2021		D⁽³⁾			356	⁽³⁾	⁽³⁾	Common Stock	356	$44.5⁽³⁾	0	D

Explanation of Responses:

1. 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").

2. 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.

3. 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.

Remarks:

	Eleanor P. Cabrere	07/02/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Navistar International (NAV) Form 4NAVISTAR INTERNATIONAL / Eleanor P Cabrere ownership change