Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 13)
Navistar International Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
_______63934E108_________
(CUSIP Number)
David Goldman
GAMCO Investors, Inc.
One Corporate Center
Rye, New York 10580-1435
(914) 921-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
______________________November 3, 2020________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box .
1
CUSIP No. 63934E108
|
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Gabelli Funds, LLC I.D. No. 13-4044523
|
||
|
2
|
Check the appropriate box if
a member of a group (SEE INSTRUCTIONS) (a)
(b)
|
||
|
3
|
Sec use only
|
||
|
4
|
Source of funds (SEE
INSTRUCTIONS)
00-Funds of investment advisory clients
|
||
|
5
|
Check box if disclosure of
legal proceedings is required pursuant to items 2 (d) or 2 (e)
|
||
|
6
|
Citizenship or place of organization
New York
|
||
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
1,957,828 (Item 5)
|
|
|
: 8
:
:
:
|
Shared voting power
None
|
||
|
: 9
:
:
:
|
Sole dispositive power
1,957,828 (Item 5)
|
||
|
:10
:
:
:
|
Shared dispositive power
None
|
||
|
11
|
Aggregate amount beneficially owned by each reporting person
1,957,828 (Item 5)
|
||
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
|
||
|
13
|
Percent of class represented by amount in row (11)
1.97%
|
||
|
14
|
Type of reporting person (SEE
INSTRUCTIONS)
IA, CO
|
||
2
CUSIP No. 63934E108
|
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
GAMCO Asset Management, Inc. I.D.
No. 13-4044521
|
||
|
2
|
Check the appropriate box if
a member of a group (SEE INSTRUCTIONS) (a)
(b)
|
||
|
3
|
Sec use only
|
||
|
4
|
Source of funds (SEE
INSTRUCTIONS)
00-Funds of investment advisory clients
|
||
|
5
|
Check box if disclosure of
legal proceedings is required pursuant to items 2 (d) or 2 (e)
|
||
|
6
|
Citizenship or place of organization
New York
|
||
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
3,090,631 (Item 5)
|
|
|
: 8
:
:
:
|
Shared voting power
None
|
||
|
: 9
:
:
:
|
Sole dispositive power
3,327,331 (Item 5)
|
||
|
:10
:
:
:
|
Shared dispositive power
None
|
||
|
11
|
Aggregate amount beneficially owned by each reporting person
3,327,331 (Item 5)
|
||
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
|
||
|
13
|
Percent of class represented by amount in row (11)
3.34%
|
||
|
14
|
Type of reporting person (SEE
INSTRUCTIONS)
IA, CO
|
||
3
CUSIP No. 63934E108
|
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Teton Advisors, Inc. I.D.
No. 13-4008049
|
||
|
2
|
Check the appropriate box if
a member of a group (SEE INSTRUCTIONS) (a)
(b)
|
||
|
3
|
Sec use only
|
||
|
4
|
Source of funds (SEE
INSTRUCTIONS)
00 – Funds of investment advisory clients
|
||
|
5
|
Check box if disclosure of
legal proceedings is required pursuant to items 2 (d) or 2 (e)
|
||
|
6
|
Citizenship or place of organization
Delaware
|
||
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
8,000 (Item 5)
|
|
|
: 8
:
:
:
|
Shared voting power
None
|
||
|
: 9
:
:
:
|
Sole dispositive power
8,000 (Item 5)
|
||
|
:10
:
:
:
|
Shared dispositive power
None
|
||
|
11
|
Aggregate amount beneficially owned by each reporting person
8,000 (Item 5)
|
||
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
|
||
|
13
|
Percent of class represented by amount in row (11)
0.01%
|
||
|
14
|
Type of reporting person (SEE INSTRUCTIONS)
IA, CO
|
||
4
CUSIP No. 63934E108
|
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Gabelli & Company Investment Advisers, Inc. I.D. No. 13-3379374
|
||
|
2
|
Check the appropriate box if
a member of a group (SEE INSTRUCTIONS) (a)
(b)
|
||
|
3
|
Sec use only
|
||
|
4
|
Source of funds (SEE
INSTRUCTIONS)
00 – Client funds
|
||
|
5
|
Check box if disclosure of
legal proceedings is required pursuant to items 2 (d) or 2 (e)
|
||
|
6
|
Citizenship or place of organization
Delaware
|
||
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
148,449 (Item 5)
|
|
|
: 8
:
:
:
|
Shared voting power
None
|
||
|
: 9
:
:
:
|
Sole dispositive power
148,449 (Item 5)
|
||
|
:10
:
:
:
|
Shared dispositive power
None
|
||
|
11
|
Aggregate amount beneficially owned by each reporting person
148,449 (Item 5)
|
||
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
|
||
|
13
|
Percent of class represented by amount in row (11)
0.15%
|
||
|
14
|
Type of reporting person (SEE
INSTRUCTIONS)
HC, CO, IA
|
||
5
CUSIP No. 63934E108
|
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities onl
y)
MJG Associates, Inc. I.D. No. 06-1304269
|
||
|
2
|
Check the appropriate box if
a member of a group (SEE INSTRUCTIONS) (a)
(b)
|
||
|
3
|
Sec use only
|
||
|
4
|
Source of funds (SEE
INSTRUCTIONS)
00-Client Funds
|
||
|
5
|
Check box if disclosure of
legal proceedings is required pursuant to items 2 (d) or 2 (e)
|
||
|
6
|
Citizenship or place of organization
Connecticut
|
||
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
47,000 (Item 5)
|
|
|
: 8
:
:
:
|
Shared voting power
None
|
||
|
: 9
:
:
:
|
Sole dispositive power
47,000 (Item 5)
|
||
|
:10
:
:
:
|
Shared dispositive power
None
|
||
|
11
|
Aggregate amount beneficially owned by each reporting person
47,000 (Item 5)
|
||
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
|
||
|
13
|
Percent of class represented by amount in row (11)
0.05%
|
||
|
14
|
Type of reporting person (SEE
INSTRUCTIONS)
CO
|
||
6
CUSIP No. 63934E108
|
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
GGCP, Inc. I.D. No. 13-3056041
|
||
|
2
|
Check the appropriate box if
a member of a group (SEE INSTRUCTIONS) (a)
(b)
|
||
|
3
|
Sec use only
|
||
|
4
|
Source of funds (SEE INSTRUCTIONS)
WC
|
||
|
5
|
Check box if disclosure of
legal proceedings is required pursuant to items 2 (d) or 2 (e)
|
||
|
6
|
Citizenship or place of organization
Wyoming
|
||
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
7,000 (Item 5)
|
|
|
: 8
:
:
:
|
Shared voting power
None
|
||
|
: 9
:
:
:
|
Sole dispositive power
7,000 (Item 5)
|
||
|
:10
:
:
:
|
Shared dispositive power
None
|
||
|
11
|
Aggregate amount beneficially owned by each reporting person
7,000 (Item 5)
|
||
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS) X
|
||
|
13
|
Percent of class represented by amount in row (11)
0.01%
|
||
|
14
|
Type of reporting person (SEE
INSTRUCTIONS)
HC, CO
|
||
7
CUSIP No. 63934E108
|
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
GAMCO Investors, Inc. I.D. No. 13-4007862
|
||
|
Check the appropriate box if
a member of a group (SEE INSTRUCTIONS) (a)
(b)
|
|||
|
3
|
Sec use only
|
||
|
4
|
Source of funds (SEE INSTRUCTIONS)
None
|
||
|
5
|
Check box if disclosure of
legal proceedings is required pursuant to items 2 (d) or 2 (e)
|
||
|
6
|
Citizenship or place of organization
Delaware
|
||
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
None (Item 5)
|
|
|
: 8
:
:
:
|
Shared voting power
None
|
||
|
: 9
:
:
:
|
Sole dispositive power
None (Item 5)
|
||
|
:10
:
:
:
|
Shared dispositive power
None
|
||
|
11
|
Aggregate amount beneficially owned by each reporting person
None (Item 5)
|
||
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS) X
|
||
|
13
|
Percent of class represented by amount in row (11)
0.00%
|
||
|
14
|
Type of reporting person (SEE
INSTRUCTIONS)
HC, CO
|
||
8
CUSIP No. 63934E108
|
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Associated Capital Group, Inc. I.D. No. 47-3965991
|
||
|
Check the appropriate box if
a member of a group (SEE INSTRUCTIONS) (a)
(b)
|
|||
|
3
|
Sec use only
|
||
|
4
|
Source of funds (SEE INSTRUCTIONS)
WC
|
||
|
5
|
Check box if disclosure of
legal proceedings is required pursuant to items 2 (d) or 2 (e)
|
||
|
6
|
Citizenship or place of organization
Delaware
|
||
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
1,050 (Item 5)
|
|
|
: 8
:
:
:
|
Shared voting power
None
|
||
|
: 9
:
:
:
|
Sole dispositive power
1,050 (Item 5)
|
||
|
:10
:
:
:
|
Shared dispositive power
None
|
||
|
11
|
Aggregate amount beneficially owned by each reporting person
1,050 (Item 5)
|
||
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS) X
|
||
|
13
|
Percent of class represented by amount in row (11)
0.00%
|
||
|
14
|
Type of reporting person (SEE
INSTRUCTIONS)
HC, CO
|
||
9
CUSIP No. 63934E108
|
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Mario J. Gabelli
|
||
|
2
|
Check the appropriate box if
a member of a group (SEE INSTRUCTIONS) (a)
(b)
|
||
|
3
|
Sec use only
|
||
|
4
|
Source of funds (SEE INSTRUCTIONS)
Private Funds
|
||
|
5
|
Check box if disclosure of
legal proceedings is required pursuant to items 2 (d) or 2 (e)
|
||
|
6
|
Citizenship or place of organization
USA
|
||
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
5,500 (Item 5)
|
|
|
: 8
:
:
:
|
Shared voting power
None
|
||
|
: 9
:
:
:
|
Sole dispositive power
5,500 (Item 5
|
||
|
:10
:
:
:
|
Shared dispositive power
None
|
||
|
11
|
Aggregate amount beneficially owned by each reporting person
5,500 (Item 5
|
||
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS) X
|
||
|
13
|
Percent of class represented by amount in row (11)
0.01%
|
||
|
14
|
Type of reporting person (SEE
INSTRUCTIONS)
IN
|
||
10
Item 1. Security and Issuer
This Amendment No. 13 to Schedule 13D on the Common Stock of Navistar International Corporation (the “Issuer”) is being filed on behalf of
the undersigned to amend the Schedule 13D, as amended (the “Schedule 13D”), which was originally filed on January 30, 2012. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meaning as set forth
in the Schedule 13D.
Item 2. Identity and Background
Item 2 to Schedule 13D is amended, in pertinent part, as follows:
This statement is being filed by various entities which except for LICT Corporation (“LICT) and CIBL, Inc. (“CIBL”), engage
in various aspects of the securities business, primarily as investment adviser to various institutional and individual clients, including registered investment companies and pension plans, and as general partner or the equivalent of various private
investment partnerships or private funds and as a registered broker-dealer. Certain of these entities may also make investments for their own accounts. Mario J. Gabelli (“Mario Gabelli”) is deemed to directly or indirectly control these entities
through his ownership interest.
The foregoing persons in the aggregate often own beneficially more than 5% of a class of equity securities of a particular issuer.
Although several of the foregoing persons are treated as institutional investors for purposes of reporting their beneficial ownership on the short-form Schedule 13G, the holdings of those who do not qualify as institutional investors may exceed the
1% threshold presented for filing on Schedule 13G or implementation of their investment philosophy may from time to time require action which could be viewed as not completely passive. In order to avoid any question as to whether their beneficial
ownership is being reported on the proper form and in order to provide greater investment flexibility and administrative uniformity, these persons have decided to file their beneficial ownership reports on the more detailed Schedule 13D form rather
than on the short-form Schedule 13G and thereby to provide more expansive disclosure than may be necessary.
(a), (b) and (c) - This statement is being filed by one or more of the following persons: GGCP, Inc. (“GGCP”), GGCP Holdings LLC (“GGCP
Holdings”), GAMCO Investors, Inc. (“GBL”), Associated Capital Group, Inc. (“AC”), Gabelli Funds, LLC (“Gabelli Funds”), GAMCO Asset Management Inc. (“GAMCO”), Teton Advisors, Inc. (“Teton Advisors”), Gabelli & Company Investment Advisers, Inc.
(“GCIA”), Morgan Group Holding Co., (“MGH”), G.research, LLC (“G.research”), MJG Associates, Inc. (“MJG Associates”), Gabelli Securities International (Bermuda) Limited (“GSIL”), Gabelli Foundation, Inc. (“Foundation”), Mario Gabelli, LICT and CIBL.
Those of the foregoing persons signing this Schedule 13D are hereinafter referred to as the “Reporting Persons”.
GGCP makes investments for its own account and is the manager and a member of GGCP Holdings which is the controlling shareholder of GBL and
AC. GBL, a public company listed on the New York Stock Exchange, is the parent company for a variety of companies engaged in the securities business, including certain of those named below. AC, a public company listed on the New York Stock
Exchange, is the parent company for a variety of companies engaged in the securities business, including certain of those listed below.
GAMCO, a wholly-owned subsidiary of GBL, is an investment adviser registered under the Investment Advisers Act of 1940, as amended
(“Advisers Act”). GAMCO is an investment manager providing discretionary managed account services for employee benefit plans, private investors, endowments, foundations and others.
GCIA, a wholly owned subsidiary of AC, is an investment adviser registered under the Advisers Act and serves as a general partner or
investment manager to limited partnerships and offshore investment companies and other accounts. As a part of its business, GCIA may purchase or sell securities for its own account. GCIA or its relying advisers, act as a general partner or
investment manager of a number of funds or partnerships, including Gabelli Associates Fund, L.P., Gabelli Associates Fund II, L.P., Gabelli Associates Limited, Gabelli Associates Limited II E, ALCE Partners, L.P., Gabelli Capital Structure Arbitrage
Fund LP, Gabelli Capital Structure Arbitrage Fund Limited, Gabelli Intermediate Credit Fund L.P., GAMA Select Plus Master Fund, Ltd., GAMCO Medical Opportunities L.P., and Gabelli Multimedia Partners, L.P.
G.research is a wholly owned subsidiary of MGH. MGH in turn is controlled by GGCP through an 69% ownership interest. G.research, is a
broker-dealer registered under the Securities Exchange Act of 1934, as amended (“1934 Act”), which as a part of its business regularly purchases and sells securities for its own account.
Gabelli Funds, a wholly owned subsidiary of GBL, is a limited liability company. Gabelli Funds is an investment adviser registered under
the Advisers Act which provides advisory services for The Gabelli Equity Trust Inc., The Gabelli Asset Fund, The Gabelli Growth Fund, The Gabelli Convertible and Income Securities Fund Inc., The Gabelli Value 25 Fund Inc., The Gabelli Small Cap
Growth Fund, The Gabelli Equity Income Fund, The Gabelli ABC Fund, The Gabelli Global Content & Connectivity Fund, The Gabelli Gold Fund, Inc., The Gabelli Multimedia Trust Inc., The Gabelli Global Rising Income & Dividend Fund, The Gabelli
Capital Asset Fund, The Gabelli International Growth Fund, Inc., The Gabelli Global Growth Fund, The Gabelli Utility Trust, The Gabelli Utilities Fund, The Gabelli Dividend Growth Fund, The Gabelli Focus Five Fund, The Comstock Capital Value Fund,
The Gabelli Dividend and Income Trust, The Gabelli Global Utility & Income Trust, The GAMCO Global Gold, Natural Resources, & Income Trust, The GAMCO Natural Resources Gold & Income Trust, The GDL Fund, Gabelli Enterprise Mergers &
Acquisitions Fund, The Gabelli ESG Fund, Inc., The Gabelli International Small Cap Fund, The Gabelli Healthcare & Wellness Rx Trust, The Gabelli Global Small and Mid Cap Value Trust, Gabelli Value Plus+ Trust, Gabelli Merger Plus+
Trust Plc, The Gabelli Global Financial Services Fund, The Gabelli Global Mini Mites Fund, The Gabelli Go Anywhere Trust, The Gabelli Media Mogul Fund, The Gabelli Pet Parents’ Fund, The Gabelli U.S. Treasury Money Market Fund, Bancroft Fund Ltd.
and Ellsworth Growth & Income Fund Ltd. (collectively, the “Funds”), which are registered investment companies. Gabelli Funds is also the investment adviser to The GAMCO International SICAV (sub-funds GAMCO Merger Arbitrage and GAMCO All Cap
Value), a UCITS III vehicle.
Teton Advisors, an investment adviser registered under the Advisers Act, provides discretionary advisory services to The TETON Westwood
Mighty Mitessm Fund, The TETON Westwood Income Fund, The TETON Westwood SmallCap Equity Fund, TETON Westwood Intermediate Bond Fund, and The TETON Westwood Mid-Cap Equity Fund.
MJG Associates provides advisory services to private investment partnerships and offshore funds. Mario Gabelli is the sole shareholder,
director and employee of MJG Associates. MJG Associates is the Investment Manager of Gabelli International Limited and Gabelli Fund, LDC. Mario J. Gabelli is the general partner of Gabelli Performance Partnership, LP.
The Foundation is a private foundation. Mario Gabelli is the Chairman, a Trustee and the Investment Manager of the Foundation. Elisa M.
Wilson is the President of the Foundation.
LICT is a holding company with operating subsidiaries engaged primarily in the rural telephone industry. LICT actively pursues new business
ventures and acquisitions. LICT makes investments in marketable securities to preserve capital and maintain liquidity for financing their business activities and acquisitions and are not engaged in the business of investing, or trading in securities.
Mario J. Gabelli is the Chief Executive Officer, a director, and substantial shareholder of LICT.
CIBL is a holding company with interests in telecommunications operations, primarily in the rural telephone industry. CIBL actively pursues
new business ventures and acquisitions. CIBL makes investments in marketable securities to preserve capital and maintain liquidity for financing their business activities and acquisitions and are not engaged in the business of investing, or trading
in securities. Mario J. Gabelli is a director, and substantial shareholder of CIBL.
Mario Gabelli is the controlling stockholder, Chief Executive Officer and a director of GGCP and Chairman and Chief Executive Officer of
GBL. He is the Executive Chairman of AC. Mario Gabelli is also a member of GGCP Holdings. Mario Gabelli is the controlling shareholder of Teton.
The Reporting Persons do not admit that they constitute a group.
GAMCO is a New York corporation and GBL, MGH and Teton Advisors are Delaware corporations, each having its principal business office at One
Corporate Center, Rye, New York 10580. GGCP is a Wyoming corporation and AC and GCIA are Delaware corporations each having its principal business office 191 Mason Street, Greenwich, CT 06830. GGCP Holdings is a Delaware limited liability
corporation having its principal business office at 191 Mason Street, Greenwich, CT 06830. G.research is a Delaware limited liability company having its principal officers at One Corporate Center, Rye, New York 10580. Gabelli Funds is a New York
limited liability company having its principal business office at One Corporate Center, Rye, New York 10580. MJG Associates is a Connecticut corporation having its principal business office at 191 Mason Street, Greenwich, CT 06830. The Foundation
is a Nevada corporation having its principal offices at 165 West Liberty Street, Reno, Nevada 89501. LICT is a Delaware corporation having its principal place of business as 401 Theodore Fremd Avenue, Rye, New York 10580. CIBL, Inc. is a Delaware
corporation having its principal place of business as 165 West Liberty Street, Suite 220, Reno, NV 89501.
For information required by instruction C to Schedule 13D with respect to the executive officers and directors of the foregoing entities
and other related persons (collectively, “Covered Persons”), reference is made to Schedule I annexed hereto and incorporated herein by reference.
(d) – Not applicable.
(e) – Not applicable.
(f) – Reference is made to
Schedule I hereto.
Item 5. Interest In Securities Of The Issuer
Item 5 to Schedule 13D is amended, in pertinent part, as follows:
(a) The aggregate number of Securities to which this Schedule 13D relates is 5,502,158 shares, representing 5.53% of the 99,508,416 shares
outstanding as reported by the Issuer in its most recently filed Form 10-Q for the quarterly period ended July 31, 2020. The Reporting Persons beneficially own those Securities as follows:
|
Name
|
Shares of
Common Stock
|
% of Class of
Common
|
|
GAMCO
|
3,327,331
|
3.34%
|
|
Gabelli Funds
|
1,957,828
|
1.97%
|
|
GCIA Mario J. Gabelli
MJG Associates
Teton Advisors
GGCP
AC
|
148,449
5,500
47,000
8,000
7,000
1,050
|
0.15%
0.01%
0.05%
0.01%
0.01%
0.00%
|
Mario Gabelli is deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons. AC, GBL and
GGCP are deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons other than Mario Gabelli and the Foundation.
(b) Each of the Reporting Persons and Covered Persons has the sole power to vote or direct the vote and sole power to dispose or to direct
the disposition of the Securities reported for it, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that (i) GAMCO does not have authority to vote 236,700 of the reported shares, (ii)
Gabelli Funds has sole dispositive and voting power with respect to the shares of the Issuer held by the Funds so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in the Issuer and, in that
event, the Proxy Voting Committee of each Fund shall respectively vote that Fund’s shares, (iii) at any time, the Proxy Voting Committee of each such Fund may take and exercise in its sole discretion the entire voting power with respect to the shares
held by such fund under special circumstances such as regulatory considerations, and (iv) the power of Mario Gabelli, AC, GBL, and GGCP is indirect with respect to Securities beneficially owned directly by other Reporting Persons.
(c) Information with respect to all transactions in the Securities which were effected during the past sixty days or since the most recent
filing on Schedule 13D, whichever is less, by each of the Reporting Persons and Covered Persons is set forth on Schedule II annexed hereto and incorporated herein by reference.
(e) Not applicable.
11
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: November 4, 2020
GGCP, INC.
MARIO J. GABELLI
MJG ASSOCIATES, INC.
By:/s/ David Goldman
David Goldman
Attorney-in-Fact
TETON ADVISORS, INC.
GABELLI FUNDS, LLC
By:/s/ David
Goldman
David Goldman
General Counsel – Gabelli Funds, LLC
Counsel-Teton Advisors, Inc.
GAMCO INVESTORS, INC.
By:/s/ Kevin
Handwerker
Kevin Handwerker
General Counsel
& Secretary – GAMCO Investors, Inc.
ASSOCIATED CAPITAL GROUP, INC.
GAMCO ASSET MANAGEMENT INC.
GABELLI & COMPANY INVESTMENT ADVISERS, INC.
By:/s/ Douglas R. Jamieson
Douglas R. Jamieson
President
& Chief Executive Officer – Associated Capital
Group, Inc.
President – GAMCO Asset Management Inc.
President – Gabelli & Company Investment Advisers, Inc.
12
SCHEDULE I
Information with Respect to Executive
Officers and Directors of the Undersigned
Schedule I to Schedule 13D is amended, in pertinent part, as follows:
The following sets forth as to each of the executive officers and directors of the undersigned: his name; his business address; his present
principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. Unless otherwise specified, the principal employer of each such individual is
GAMCO Asset Management Inc., Gabelli Funds, LLC, Gabelli & Company Investment Advisers, Inc., G.research, LLC, Teton Advisors, Inc., Associated Capital Group, Inc. or GAMCO Investors, Inc., the business address of each of which is One
Corporate Center, Rye, New York 10580, and each such individual identified below is a citizen of the United States. To the knowledge of the undersigned, during the last five years, no such person has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws except as reported in Item 2(d) and (e) of this Schedule 13D.
13
|
GAMCO Investors, Inc.
Directors:
|
|||
|
Edwin L. Artzt
Raymond C. Avansino
Leslie B. Daniels
|
Former Chairman and Chief Executive Officer
Procter & Gamble Company
900 Adams Crossing
Cincinnati, OH 45202
Chairman & Chief Executive Officer
E.L. Wiegand Foundation
165 West Liberty Street
Reno, NV 89501
Operating Partner
AE Industrial Partners, LP
2500 N. Military Trail, Suite 470
Boca Raton, FL 33431
|
||
|
Mario J. Gabelli
Elisa M. Wilson
|
Chief Executive Officer and Chief Investment Officer of GGCP, Inc.
Chairman & Chief Executive Officer of GAMCO Investors, Inc.
Executive Chairman of Associated Capital Group, Inc.
Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC.
Director
c/o GAMCO Investors, Inc.
One Corporate Center
Rye, NY 10580
|
||
|
Eugene R. McGrath
|
Former Chairman and Chief Executive Officer
Consolidated Edison, Inc.
4 Irving Place
New York, NY 10003
|
||
|
Robert S. Prather
|
President & Chief Executive Officer
Heartland Media, LLC
1843 West Wesley Road
Atlanta, GA 30327
|
||
|
Officers:
|
|||
|
Mario J. Gabelli
|
Chairman and Chief Executive Officer
|
||
|
Henry G. Van der Eb
Bruce N. Alpert
Kevin Handwerker
Kieran Caterina
|
Senior Vice President
Senior Vice President
Executive Vice President, General Counsel and Secretary
Chief Accounting Officer
|
||
|
GAMCO Asset Management Inc.
Directors:
|
|||
|
Douglas R. Jamieson
Regina M. Pitaro
Paul Swirbul
Christopher Desmarais
|
|||
|
Officers:
|
|||
|
Mario J. Gabelli
|
Chief Executive Officer and Chief Investment Officer – Value Portfolios
|
||
|
Douglas R. Jamieson
David Goldman
|
President, Chief Operating Officer and Managing Director
General Counsel, Secretary & Chief Compliance Officer
|
||
|
Gabelli Funds, LLC
Officers:
|
|||
|
Mario J. Gabelli
|
Chief Investment Officer – Value Portfolios
|
||
|
Bruce N. Alpert
|
Executive Vice President and Chief Operating Officer
|
||
|
David Goldman
|
Vice President, Corporate Development and General Counsel
|
||
|
Richard Walz
|
Chief Compliance Officer
|
||
|
Kieran Caterina
|
Chief Accounting Officer
|
||
|
John Ball
|
Senior Vice President, Fund Administration
|
||
|
Gabelli Foundation, Inc.
Officers:
|
|||
|
&#
xA0; Mario J. Gabelli
|
Chairman, Trustee & Chief Investment Officer
|
||
|
Elisa M. Wilson
Marc Gabelli
Matthew R. Gabelli
Michael Gabelli
|
President
Trustee
Trustee
Trustee
|
||
14
|
GGCP, Inc.
Directors:
|
||
|
Mario J. Gabelli
|
Chief Executive Officer and Chief Investment Officer of GGCP, Inc.
Chairman & Chief Executive Officer of GAMCO Investors, Inc.
Executive Chairman of Associated Capital Group, Inc.
Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC.
|
|
|
Marc Gabelli
|
President – GGCP, Inc.
|
|
|
Matthew R. Gabelli
|
Vice President – Trading
G.research, LLC
One Corporate Center
Rye, NY 10580
|
|
|
Michael Gabelli
|
President & COO
Gabelli & Partners, LLC
One Corporate Center
Rye, NY 10580
|
|
|
Frederic V. Salerno
|
Chairman
Former Vice Chairman and Chief Financial Officer
Verizon Communications
|
|
|
Vincent S. Tese
|
Executive Chairman – FCB Financial Corp
|
|
|
Elisa M. Wilson
|
Director
|
|
|
Officers:
|
||
|
Mario J. Gabelli
|
Chief Executive Officer and Chief Investment Officer
|
|
|
Marc Gabelli
|
President
|
|
|
GGCP Holdings LLC
Members:
GGCP, Inc.
Mario J. Gabelli
|
Manager and Member
Member
|
|
15
|
Teton Advisors, Inc.
Directors:
|
|
|
Marc Gabelli
Vincent J. Amabile
Stephen G. Bondi, CPA
Aaron J. Feingold, M.D.
Nicholas F. Galluccio
Kevin M. Keeley
John M. Tesoro, CPA
|
Executive Chairman
Founder- Amabile Partners
Chief Financial Officer – Mittleman Brothers, LLC
President and Founder – Raritan Bay Cardiology Group
Chief Executive Officer and President
President & Executive Chairman – Keeley Teton Advisors, LLC
Retired Partner – KPMG LLP
|
|
Officers:
|
|
|
Nicholas F. Galluccio
Patrick B. Huvane, CPA, CFA
Deanna B. Marotz
|
See above
Chief Financial Officer
Chief Compliance Officer
|
16
|
Associated Capital Group, Inc.
Directors:
|
|
|
Mario J. Gabelli
|
Chief Executive Officer and Chief Investment Officer of GGCP, Inc.
Chairman & Chief Executive Officer of GAMCO Investors, Inc.
Executive Chairman of Associated Capital Group, Inc.
Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC.
|
|
Marc Gabelli
|
President – GGCP, Inc.
|
|
Douglas R. Jamieson
|
President and Chief Executive Officer
|
|
Bruce Lisman
|
Former Chairman - JP Morgan – Global Equity Division
|
|
Daniel R. Lee
|
Chief Executive Officer
Full House Resorts, Inc.
4670 South Ford Apache Road, Suite 190
Las Vegas, NV 89147
|
|
Salvatore F. Sodano
|
Vice Chairman – Broadridge Financial Solutions
|
|
Frederic V. Salerno
|
See above
|
|
Elisa M. Wilson
|
Director
|
|
Officers:
|
|
|
Mario J. Gabelli
Douglas R. Jamieson
Kenneth D. Masiello
Kevin Handwerker
David Fitzgerald
|
Executive Chairman
President and Chief Executive Officer
Chief Accounting Officer
Executive Vice President, General Counsel and Secretary
Assistant Secretary
|
|
Gabelli & Company Investment Advisers, Inc.
|
|
|
Directors:
|
|
|
Douglas R. Jamieson
|
|
Officers:
|
|
|
Douglas R. Jamieson
John Givissis
Kevin Handwerker
David Fitzgerald
|
Chief Executive Officer and President
Controller
Secretary
Assistant Secretary
|
|
G.research, LLC
|
|
|
Officers:
|
|
|
Cornelius V. McGinity
|
Office of the Chairman
|
|
Vincent Amabile
|
President
|
|
Bruce N. Alpert
Bernard Frize
Joseph Fernandez
|
Vice President
Chief Compliance Officer
Controller and Financial and Operations Principal
|
17
SCHEDULE II
INFORMATION WITH RESPECT TO
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR
SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1)
SHARES PURCHASED AVERAGE
DATE SOLD(-) PRICE(2)
COMMON STOCK-NAVISTAR INTERNATIONAL CORPORATION
GABELLI & COMPANY INVESTMENT ADVISERS, INC.
10/29/20 500- 42.7519
GABELLI ASSOCIATES LIMITED II E
11/03/20 300- 43.1369
10/16/20 15,100 42.8254
10/14/20 1,500- 37.5737
9/10/20 1,600 40.7199
GABELLI ASSOCIATES LIMITED
11/03/20 1,000- 43.1369
10/16/20 34,800 42.8254
10/14/20 3,400- 37.5737
9/10/20 4,300 40.7199
GABELLI ASSOCIATES FUND II
11/03/20 900- 43.1369
10/16/20 10,100 42.8254
10/14/20 900 37.5737
10/14/20 1,800- 37.5737
9/10/20 800 40.7199
GABELLI ASSOCIATES FUND
11/03/20 800- 43.1369
10/16/20 27,600 42.8254
10/14/20 8,800- 37.5737
10/14/20 4,400 37.5737
9/10/20 2,500 40.7199
0; MJG ASSOCIATES INC.
GABELLI INTERNATIONAL LIMITED
9/08/20 1,000- 37.8535
GAMCO ASSET MANAGEMENT INC.
11/03/20 200- 43.1369
11/03/20 6,600- 43.0969
11/03/20 1,000- 43.0800
11/03/20 500- *DO
11/02/20 1,000- 42.9808
11/02/20 700- 42.9378
10/30/20 34- 42.6991
10/30/20 7- 42.6986
10/30/20 4,000- 42.7052
10/29/20 4,200- 42.7512
10/28/20 143- *DO
10/28/20 1,050- 42.5495
10/28/20 925- 42.5743
10/27/20 1,793- *DO
10/27/20 500- 42.5920
10/27/20 392- *DO
10/26/20 4,000- 42.8023
10/23/20 2,100- 42.8719
10/22/20 2,200- 43.1709
10/21/20 300- 43.2967
10/21/20 7,000- 43.2494
10/21/20 500- *DO
10/20/20 500- *DO
10/20/20 92 43.1550
10/19/20 183- *DO
10/19/20 37 43.4289
10/19/20 366 *DI
10/16/20 4,050- 43.0275
10/16/20 600- 43.5306
10/16/20 19,620 42.8254
10/15/20 14,500- 35.3811
10/15/20 500- 35.0000
10/14/20 39,000- 36.3463
10/14/20 1,000- 36.7600
10/14/20 974- *DO
10/14/20 400- 36.7500
10/14/20 2,415- 37.5737
10/14/20 17,588- 36.7265
10/14/20 1,550- 36.7125
10/14/20 2,375- 36.7000
10/14/20 1,800- 36.6244
10/14/20 20,000- 36.4000
10/14/20 275- *DO
10/14/20 78- *DO
10/14/20 2,175- 36.7301
10/14/20 500- 36.7770
10/13/20 150- 44.2200
10/13/20 4,000- 44.2965
10/13/20 75- 44.4357
10/12/20 18 44.4400
10/12/20 19 44.3805
10/12/20 19 44.4100
10/12/20 200- 44.8000
10/09/20 800- *DO
10/08/20 222- 44.6785
10/08/20 2,000- 44.6638
10/07/20 500- 44.2876
10/07/20 2,000- 44.6600
10/07/20 3,000- *DO
10/07/20 500- 44.7300
10/06/20 500- 44.5800
10/06/20 200- 44.3700
10/06/20 4,000- 44.3200
10/06/20 21- *DO
10/06/20 54 44.2298
10/05/20 37- *DO
10/02/20 500- 43.9200
10/02/20 200- 43.8800
10/01/20 200- 43.5450
10/01/20 28- 43.8189
10/01/20 300- 43.4170
10/01/20 2,300- 43.8781
9/30/20 3,000- 43.4420
9/30/20 4- 43.1900
9/30/20 1,800- *DO
9/30/20 21- 43.1890
9/29/20 600- *DO
9/29/20 1,200- *DO
9/29/20 2,000- 42.9849
9/28/20 2,000- 43.0869
9/28/20 600- 43.0000
9/25/20 3,000- 43.2807
9/25/20 800- *DO
9/24/20 700- 42.9186
9/23/20 400- 43.2100
9/23/20 72- 42.9690
9/23/20 700- *DO
9/23/20 320- *DO
9/22/20 4,100- 42.7904
9/22/20 1,100- 42.8854
9/22/20 550- 42.8645
9/21/20 36- 42.1192
9/21/20 10,000- 42.0677
9/18/20 250- *DO
9/18/20 29,200- 42.8115
9/18/20 5,900- 42.7840
9/18/20 1,000- 42.7746
9/17/20 400- *DO
9/17/20 1,000- 43.0010
9/16/20 200- 43.0286
9/16/20 10,000- 43.1442
9/16/20 20- *DO
9/15/20 500- 43.0500
9/14/20 91- *DO
9/14/20 92- *DO
9/14/20 183- *DO
9/14/20 200- 42.9600
9/14/20 800- 42.9182
9/11/20 39- *DO
9/10/20 2,000 41.1579
9/10/20 2,063 40.7199
9/10/20 1,700- *DO
9/10/20 21- *DO
&#
xA0; 9/10/20 150- 40.6900
9/09/20 300- 35.4133
9/09/20 200- 35.3200
9/09/20 1,200- 35.7679
9/08/20 1,700- 36.8001
9/08/20 1,300- *DO
9/08/20 800- 36.7489
9/08/20 2,500- *DO
9/07/20 500- *DO
9/07/20 500- *DO
9/04/20 50- 37.1700
9/04/20 1,200- *DO
9/04/20 1,500- 37.3564
9/04/20 300- *DO
9/04/20 1,600- 36.8356
9/04/20 1,000- *DO
9/04/20 300- 35.5500
9/04/20 1,000- *DO
9/04/20 800- *DO
GGCP, INC.
10/16/20 3,000- 42.8506
TETON ADVISORS, INC.
11/02/20 2,000- 43.0000
10/05/20 2,000- 44.7050
GABELLI FUNDS, LLC.
GABELLI VALUE PLUS TRUST PLC
10/30/20 2,700- 42.7400
10/22/20 300- 43.4133
10/21/20 2,000- 43.2400
10/16/20 1,500- 43.3313
9/17/20 3,500- 42.9886
9/04/20 1,500- 36.5628
GABELLI VALUE FUND
11/03/20 9,000- 43.1034
11/02/20 4,000- 43.0356
11/02/20 3,000- 42.9500
10/30/20 5,000- 42.6900
10/28/20 3,900- 42.7410
10/27/20 4,000- 42.9423
10/15/20 100- 35.6500
10/14/20 5,000- 36.3000
10/14/20 4,000- 36.8517
10/14/20 5,000- 36.7500
9/28/20 1,000- 43.1180
GABELLI SMALL CAP GROWTH FUND
11/03/20 27,000- 43.1499
11/02/20 57,000- 43.0356
10/28/20 6,000- 42.5561
10/27/20 6,000- 42.9003
10/23/20 21,000 42.7263
10/23/20 42,000- 42.7263
10/22/20 10,000- 43.1700
10/21/20 33,000- 43.2021
10/20/20 33,000- 43.2104
10/20/20 40,000- 43.2214
10/05/20 4,000- 44.7050
10/02/20 2,000- 43.9400
9/10/20 3,500- 42.5000
9/09/20 2,500- 35.6640
9/04/20 4,000- 37.2388
9/04/20 1,000- 36.5628
9/04/20 10,000-
36.2875
GABELLI GLOBAL SMALL AND MIDCAP VALUE TRUST
10/14/20 1,000- 36.8364
GABELLI EQUITY TRUST
10/14/20 3,000- 36.1000
10/14/20 7,500- 39.0349
10/12/20 20,000- 44.2137
9/14/20 5,000- 42.9887
GABELLI EQUITY INCOME FUND
10/16/20 125,000- 42.8302
9/04/20 7,000- 35.5500
9/04/20 2,000- 37.2388
9/04/20 3,000- 36.5628
GABELLI DIVIDEND & INCOME TRUST
10/28/20 5,000- 42.4320
10/23/20 5,000- 42.8715
10/21/20 5,000- 43.1701
10/16/20 15,000- 42.7264
10/14/20 5,000- 36.7500
9/25/20 10,000- 43.5019
9/24/20 7,000- 42.7465
9/04/20 2,000- 37.2305
9/04/20 1,000- 37.2388
THE GDL FUND
9/10/20 2,000 41.1579
GABELLI ASSET FUND
10/29/20 5,000- 42.7192
10/28/20 6,000- 42.4320
10/28/20 5,000- 42.4900
10/28/20 500- 42.5000
10/26/20 500- 42.7400
10/26/20 5,000- 42.6705
10/23/20 250- 42.8240
10/22/20 1,250- 43.1817
10/21/20 4,000- 43.1701
10/21/20 200- 43.2850
10/16/20 300- 42.7300
10/16/20 6,500- 42.7264
10/15/20 5,000- 36.0031
10/15/20 1,500- 35.9600
10/14/20 5,000- 36.1000
10/14/20 5,000- 36.3501
10/14/20 5,000- 44.4922
10/06/20 5,000- 44.4094
9/30/20 150- 43.1787
9/15/20 5,000- 43.1306
9/14/20 15,000- 42.8929
9/10/20 150- 41.7800
GABELLI ENTERPRISE M&A FUND
9/10/20 2,000 41.1579
GABELLI CAPITAL ASSET FUND
10/21/20 2,000- 43.2600
GAMCO MERGER ARBITRAGE
11/03/20 1,800- 43.1369
10/16/20 65,805 42.8254
10/14/20 7,385- 37.5737
9/10/20 8,737 40.7199
GAMCO ALL CAP VALUE
9/23/20 2,900- 42.8108
GABELLI ABC FUND
9/10/20 2,000 41.1579
(1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED
ON THE NYSE.
(2) PRICE EXCLUDES COMMISSION.
(*) RESULTS IN CHANGE OF DISPOSITIVE POWER AND BENEFICIAL OWNERSHIP.
18