4//SEC Filing
Lisboa Persio V 4
Accession 0000808450-21-000053
CIK 0000808450other
Filed
Jul 1, 8:00 PM ET
Accepted
Jul 2, 10:28 AM ET
Size
24.4 KB
Accession
0000808450-21-000053
Insider Transaction Report
Form 4
Lisboa Persio V
President, Operations - Op Sub
Transactions
- Disposition to Issuer
Employee Stock Option (right to buy)
2021-07-01$15.89/sh−2,919$46,383→ 0 totalExercise: $28.61Exp: 2027-03-01→ Common Stock (2,919 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2021-07-01$16.83/sh−9,981$167,980→ 0 totalExercise: $27.67From: 2018-02-11Exp: 2022-02-11→ Common Stock (9,981 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2021-07-01$9.42/sh−26,485$249,489→ 0 totalExercise: $35.08Exp: 2029-02-13→ Common Stock (26,485 underlying) - Disposition to Issuer
Common Stock
2021-07-01$44.50/sh−81,807$3,640,412→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2021-07-01$17.02/sh−21,228$361,301→ 0 totalExercise: $27.48Exp: 2027-02-14→ Common Stock (21,228 underlying) - Disposition to Issuer
Deferred Share Units
2021-07-01$44.50/sh−2,365$105,243→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2021-07-01$4.32/sh−17,232$74,442→ 0 totalExercise: $40.18Exp: 2028-02-13→ Common Stock (17,232 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2021-07-01$16.83/sh−8,317$139,975→ 0 totalExercise: $27.67From: 2018-02-11Exp: 2022-02-11→ Common Stock (8,317 underlying) - Disposition to Issuer
Premium Shares Units
2021-07-01$44.50/sh−425$18,913→ 0 total
Footnotes (8)
- [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").
- [F2]The Deferred Share Units were acquired under Navistar's Executive Stock Ownership Program. Each Deferred Share Unit represents one share of Navistar Common Stock.
- [F3]Pursuant to the Merger Agreement, each Deferred Share Unit 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.
- [F4]The Premium Share Units were acquired under Navistar's Executive Stock Ownership Program. Each Premium Share Unit represents one share of Navistar Common Stock.
- [F5]Pursuant to the Merger Agreement, each Premium Share Unit 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.
- [F6]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.
- [F7]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 cliff vesting as to 100% of the eligible shares on the three year anniversary date of the grant if certain EBITDA Margin performance conditions were met.
- [F8]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 cliff vesting as to 100% of the eligible shares on the three year anniversary date of the grant if certain Revenue Growth performance conditions were met.
Documents
Issuer
NAVISTAR INTERNATIONAL CORP
CIK 0000808450
Entity typeother
Related Parties
1- filerCIK 0001624583
Filing Metadata
- Form type
- 4
- Filed
- Jul 1, 8:00 PM ET
- Accepted
- Jul 2, 10:28 AM ET
- Size
- 24.4 KB