Form Type: 4

SEC EDGAR Link
Acccession Number:0000899243-20-006036
Date:2020-02-25
Issuer: NAVISTAR INTERNATIONAL CORP (NAV)
Original Submission Date:

Reporting Person:

RACHESKY MARK H MD
1345 AVENUE OF THE AMERICAS
42ND FLOOR NEW YORK, NY 10105

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2020-02-25 A 4,125 a $0.00 43,145 direct
COMMON STOCK 0 $0.00 1,099,046 indirect f2
COMMON STOCK 0 $0.00 145,426 indirect f4
COMMON STOCK 0 $0.00 14,980,528 indirect f6
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 these shares are held for the account of mhr capital partners master account lp, an anguilla, british west indies limited partnership ("master account"). mhr advisors llc, a delaware limited liability company ("advisors"), is the general partner of master account. mhrc llc, a delaware limited liability company ("mhrc"), is the managing member of advisors and in such capacity may be deemed to be the beneficial owner of the shares held for the account of master account. mark h. rachesky, m.d. ("dr. rachesky") is the managing member of mhrc. in such capacity, dr. rachesky may be deemed to be the beneficial owner of the shares held for the account of master account. mhr fund management llc ("fund management") has an investment management agreement with master account pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of master account and, accordingly,
f2 (continued from footnote 1) fund management may be deemed to beneficially own the shares held for the account of master account. mhr holdings llc, a delaware limited liability company ("mhr holdings"), is the managing member of fund management and, in such capacity, may be deemed to beneficially own any shares that are deemed to be beneficially owned by fund management. accordingly, mhr holdings may be deemed to beneficially own the shares held for the account of master account.
f3 these shares are held for the account of mhr capital partners (100) lp, a delaware limited partnership ("capital partners (100)"). advisors is the general partner of capital partners (100). mhrc is the managing member of advisors and in such capacity may be deemed to be the beneficial owner of the shares held for the account of capital partners (100). dr. rachesky is the managing member of mhrc. in such capacity, dr. rachesky may be deemed to be the beneficial owner of the shares held for the account of capital partners (100). fund management has an investment management agreement with capital partners (100) pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of capital partners (100) and, accordingly, fund management may be deemed to beneficially own the shares held for the account of capital partners (100). (continued to footnote 4)
f4 (continued from footnote 3) mhr holdings is the managing member of fund management and, in such capacity, may be deemed to beneficially own any shares that are deemed to be beneficially owned by fund management. accordingly, mhr holdings may be deemed to beneficially own the shares held for the account of capital partners (100).
f5 these shares are held for the account of mhr institutional partners iii lp, a delaware limited partnership ("institutional partners iii"). mhr institutional advisors iii llc, a delaware limited liability company ("institutional advisors iii") is the general partner of institutional partners iii. dr. rachesky is the managing member of institutional advisors iii. in such capacity, dr. rachesky may be deemed to be the beneficial owner of the shares held for the account of institutional partners iii. fund management has an investment management agreement with institutional partners iii pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of institutional partners iii and, accordingly, fund management may be deemed to beneficially own the shares held for the account of institutional partners iii. (continued to footnote 6)
f6 (continued from footnote 5) mhr holdings is the managing member of fund management and, in such capacity, may be deemed to beneficially own any shares that are deemed to be beneficially owned by fund management. accordingly, mhr holdings may be deemed to beneficially own the shares held for the account of institutional partners iii.
f7 these are restricted share units that will vest in full on february 25, 2021.

Elevate your investments