Filing Details

Accession Number:
0001181431-12-043871
Form Type:
4/A
Zero Holdings:
No
Publication Time:
2012-08-06 20:59:48
Reporting Period:
2012-08-02
Filing Date:
2012-08-06
Accepted Time:
2012-08-06 20:59:48
Original Submission Date:
2012-07-10
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
808450 Navistar International Corp NAV Motor Vehicles & Passenger Car Bodies (3711) 363359573
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1194368 Md H Mark Rachesky 40 West 57Th Street
24Th Floor
New York NY 10019
No No Yes No
1277742 Mhr Fund Management Llc 40 West 57Th Street
24Th Floor
New York NY 10019
No No Yes No
1391121 Mhr Institutional Partners Iii Lp 40 West 57Th Street, 24Th Floor
New York NY 10019
No No Yes No
1391563 Mhr Institutional Advisors Iii Llc 40 West 57Th Street, 24Th Floor
New York NY 10019
No No Yes No
1552702 Mhr Holdings Llc 40 West 57Th Street
24Th Floor
New York NY 10019
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2012-08-02 1,997 $20.71 776,604 No 4 P Indirect See Footnotes
Common Stock Acquisiton 2012-08-02 266 $20.71 103,795 No 4 P Indirect See Footnotes
Common Stock Acquisiton 2012-08-02 22,737 $20.71 9,394,601 No 4 P Indirect See Footnotes
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect See Footnotes
No 4 P Indirect See Footnotes
No 4 P Indirect See Footnotes
Footnotes
  1. 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. Mark H. Rachesky, M.D. ("Dr. Rachesky") is the managing member of Advisors. 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, Fund Management may be deemed to beneficially own the shares held for the account of Master Account. (Continued to Footnote 2)
  2. (Continued from Footnote 1) 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.
  3. 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). Dr. Rachesky is the managing member of Advisors. 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)
  4. (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).
  5. 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)
  6. (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.
  7. Following the reported transactions, each of Fund Management, Dr. Rachesky and MHR Holdings may be deemed to beneficially own 10,275,000 shares of Common Stock, par value $0.10 per share, of Navistar International Corporation ("Common Stock") and each of Institutional Partners III and Institutional Advisors III may be deemed to beneficially own 9,394,601 shares of Common Stock.