Statement of Changes in Beneficial Ownership (4)
February 15 2018 - 5:55PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Kramer Curt A
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2. Issuer Name
and
Ticker or Trading Symbol
NAVISTAR INTERNATIONAL CORP
[
NAV
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
SVP & General Counsel
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(Last)
(First)
(Middle)
NAVISTAR INTERNATIONAL CORPORATION, 2701 NAVISTAR DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/13/2018
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(Street)
LISLE, IL 60532
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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2/13/2018
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A
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3733
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A
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$0
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7786
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D
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Common Stock
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2/14/2018
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M
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607
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A
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$0
(1)
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8393
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D
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Common Stock
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2/14/2018
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D
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607
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D
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$40.35
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7786
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D
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Common Stock
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163.8942
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I
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By Navistar 401(k) Savings Plan
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (right to buy)
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$40.18
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2/13/2018
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A
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5385
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(2)
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2/13/2028
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Common Stock
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5385.0
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$0
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5385
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D
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Restricted Stock Units
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(1)
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2/14/2018
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M
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607
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(3)
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(3)
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Common Stock
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607.0
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$0
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1212
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D
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Explanation of Responses:
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(1)
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Each restricted stock unit (RSU) represents the right to receive the cash equivalent of Navistar's common stock converted on a 1 to 1 basis.
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(2)
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The option is exercisable in three annual installments as follows: 1,795 shares on 2/13/2019; 1,795 shares on 2/13/2020; and 1,795 shares on 2/13/2021.
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(3)
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The RSUs disposed were from an award of 1,819 RSUs that became or will become payable in cash, unless the Corporation elects to settle the RSUs in common stock, in three annual installments as follows: 607 shares on 2/14/2018; 606 shares on 2/14/2019; and 606 shares on 2/14/2020.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Kramer Curt A
NAVISTAR INTERNATIONAL CORPORATION
2701 NAVISTAR DRIVE
LISLE, IL 60532
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SVP & General Counsel
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Signatures
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Curt A. Kramer
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2/15/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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