SEC Form 4 · accession 0000808450-17-000134

NAVISTAR INTERNATIONAL CORP · NAV

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Persio V Lisboa

Officer — EVP & Chief Operating Officer

Period of report

Dec 12, 2017

Accepted (ET)

Dec 13, 2017 · 7:57 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000808450

Table I — non-derivative securities

Security	Date	Code	Shares	A/D	Owned after	D/I
Common Stock	holding	—	—	—	65,485	D
Deferred Share Units^F1	holding	—	—	—	2,365	D
Premium Shares Units^F2	holding	—	—	—	425	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)^F3	$27.67	Dec 12, 2017	A	9,981	A	Feb 11, 2018	Feb 11, 2022	Common Stock	9,981	9,981	D
Employee Stock Option (right to buy)^F4	$27.67	Dec 12, 2017	A	8,317	A	Feb 11, 2018	Feb 11, 2022	Common Stock	8,317	8,317	D
Performance Rights^F5	$0.00	Dec 12, 2017	A	6,325	A	Feb 11, 2018	Feb 11, 2018	Common Stock	6,325	6,325	D
Performance Rights^F6	$0.00	Dec 12, 2017	A	7,589	A	Feb 11, 2018	Feb 11, 2018	Common Stock	7,589	7,589	D

Explanation of responses

F1The deferred share units were acquired under Navistar's Executive Stock Ownership Program. Each deferred share unit represents one share of Navistar common stock.
F2The premium share units were acquired under Navistar's Executive Stock Ownership Program. Each premium share unit represents one share of Navistar common stock.
F3On February 11, 2015, the reporting person was granted an option to purchase 33,270 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 9,981 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 an option to purchase 33,270 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 8,317 options. The options acquired continue to be subject to service vesting conditions and will fully vest and be exercisable on February 11, 2018.
F5On February 11, 2015, the reporting person was granted 12,649 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 6,325 units. The units acquired continue to be subject to service vesting conditions and will vest in full on February 11, 2018. The performance units expire upon payout, if any, of the award, and in any case no later than February 11, 2018.
F6On February 11, 2015, the reporting person was granted 12,649 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 7,589 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.