SEC Form 4 · accession 0000808450-17-000132
NAVISTAR INTERNATIONAL CORP · NAV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William V McMenamin
Officer — President Fin Serv & Treasurer
Period of report
Dec 12, 2017
Accepted (ET)
Dec 13, 2017 · 7:56 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000808450
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | holding | — | — | — | 32,598 | D | ||
| Premium Share UnitsF1 | holding | — | — | — | 1,681 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F2 | $27.67 | Dec 12, 2017 | A | 2,067 | A | Feb 11, 2018 | Feb 11, 2022 | Common Stock | 2,067 | 2,067 | D |
| Employee Stock Option (right to buy)F3 | $27.67 | Dec 12, 2017 | A | 1,723 | A | Feb 11, 2018 | Feb 11, 2022 | Common Stock | 1,723 | 1,723 | D |
| Performance RightsF4 | $0.00 | Dec 12, 2017 | A | 1,572 | A | Feb 11, 2018 | Feb 11, 2018 | Common Stock | 1,572 | 1,572 | D |
| Performance RightsF5 | $0.00 | Dec 12, 2017 | A | 1,310 | A | Feb 11, 2018 | Feb 11, 2018 | Common Stock | 1,310 | 1,310 | D |
Explanation of responses
- F1The premium share units were acquired under Navistar's Executive Stock Ownership Program. Each premium share unit represents one share of Navistar common stock.
- F2On February 11, 2015, the reporting person was granted an option to purchase 6,891 shares of common stock subject to Navistar's satisfaction of certain EBITDA Margin performance conditions measured over a three year period. It was determined the performance conditions were partially met, resulting in the reporting person receiving 2,067 options. The options acquired continue to be subject to service vesting conditions and will fully vest and be exercisable on February 11, 2018.
- F3On February 11, 2015, the reporting person was granted an option to purchase 6,892 shares of common stock subject to Navistar's satisfaction of certain Revenue Growth performance conditions measured over a three year period. It was determined the performance conditions were partially met, resulting in the reporting person receiving 1,723 options. The options acquired continue to be subject to service vesting conditions and will fully vest and be exercisable on February 11, 2018.
- F4On February 11, 2015, the reporting person was granted 2,620 performance units, with each unit representing the right to receive the cash equivalent of Navistar's common stock converted on a 1 to 1 basis, subject to Navistar's satisfaction of certain EBIDTA Margin performance conditions measured over a three year period. It was determined the performance conditions were partially met, resulting in the reporting person receiving 1,572 units. The units acquired continue to be subject to service vesting conditions and will vest in full on February 11, 2018. The units expire upon payout, if any, of the award, and in any case no later than February 11, 2018.
- F5On February 11, 2015, the reporting person was granted 2,620 performance units, with each unit representing the right to receive the cash equivalent of Navistar's common stock converted on a 1 to 1 basis, subject to Navistar's satisfaction of certain Revenue Growth performance conditions measured over a three year period. It was determined the performance conditions were partially met, resulting in the reporting person receiving 1,310 units. The units acquired continue to be subject to service vesting conditions and will vest in full on February 11, 2018. The units expire upon payout, if any, of the award, and in any case no later than February 11, 2018.