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
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 14)
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 17, 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
1,138,415 (Item 5)
|
|
|
: 8
:
:
:
|
Shared voting power
None
|
||
|
: 9
:
:
:
|
Sole dispositive power
1,138,415 (Item 5)
|
||
|
:10
:
:
:
|
Shared dispositive power
None
|
||
|
11
|
Aggregate amount beneficially owned by each reporting person
1,138,415 (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)
1.14%
|
||
|
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
2,932,104 (Item 5)
|
|
|
: 8
:
:
:
|
Shared voting power
None
|
||
|
: 9
:
:
:
|
Sole dispositive power
3,160,804 (Item 5)
|
||
|
:10
:
:
:
|
Shared dispositive power
None
|
||
|
11
|
Aggregate amount beneficially owned by each reporting person
3,160,804 (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)
3.17%
|
||
|
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
6,000 (Item 5)
|
|
|
: 8
:
:
:
|
Shared voting power
None
|
||
|
: 9
:
:
:
|
Sole dispositive power
6,000 (Item 5)
|
||
|
:10
:
:
:
|
Shared dispositive power
None
|
||
|
11
|
Aggregate amount beneficially owned by each reporting person
6,000 (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
124,949 (Item 5)
|
|
|
: 8
:
:
:
|
Shared voting power
None
|
||
|
: 9
:
:
:
|
Sole dispositive power
124,949 (Item 5)
|
||
|
:10
:
:
:
|
Shared dispositive power
None
|
||
|
11
|
Aggregate amount beneficially owned by each reporting person
124,949 (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)
0.13%
|
||
|
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 only)
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
43,000 (Item 5)
|
|
|
: 8
:
:
:
|
Shared voting power
None
|
||
|
: 9
:
:
:
|
Sole dispositive power
43,000 (Item 5)
|
||
|
:10
:
:
:
|
Shared dispositive power
None
|
||
|
11
|
Aggregate amount beneficially owned by each reporting person
43,000 (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)
0.04%
|
||
|
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)
&#
xA0; 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. 14 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 investmen
ts 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 4,486,718 shares, representing 4.51% of the 99,576,146 shares outstanding as reported by the Issuer as of November 15, 2020.
The Reporting Persons beneficially own those Securities as follows:
|
Name
|
Shares of
Common Stock
|
% of Class of
Common
|
|
GAMCO
|
3,160,804
|
3.17%
|
|
Gabelli Funds
|
1,138,415
|
1.14%
|
|
GCIA Mario J. Gabelli
MJG Associates
Teton Advisors
GGCP
AC
|
124,949
5,500
43,000
6,000
7,000
1,050
|
0.13%
0.01%
0.04%
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 228,700 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) The Reporting Persons ceased to be beneficial owners of 5% or more of the Issuer’s common stock on November 9, 2020.
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 18, 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.
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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:
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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 corp
oration 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.
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GAMCO Investors, Inc.
Directors:
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Edwin L. Artzt
Raymond C. Avansino
Leslie B. Daniels
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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
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Mario J. Gabelli
Elisa M. Wilson
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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
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Eugene R. McGrath
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Former Chairman and Chief Executive Officer
Consolidated Edison, Inc.
4 Irving Place
New York, NY 10003
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Robert S. Prather
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President & Chief Executive Officer
Heartland Media, LLC
1843 West Wesley Road
Atlanta, GA 30327
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Officers:
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Mario J. Gabelli
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Chairman and Chief Executive Officer
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Henry G. Van der Eb
Bruce N. Alpert
Kevin Handwerker
Kieran Caterina
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Senior Vice President
Senior Vice President
Executive Vice President, General Counsel and Secretary
Chief Accounting Officer
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GAMCO Asset Management Inc.
Directors:
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Douglas R. Jamieson
Regina M. Pitaro
Paul Swirbul
Christopher Desmarais
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Officers:
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Mario J. Gabelli
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Chief Executive Officer and Chief Investment Officer – Value Portfolios
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Douglas R. Jamieson
David Goldman
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President, Chief Operating Officer and Managing Director
General Counsel, Secretary & Chief Compliance Officer
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Gabelli Funds, LLC
Officers:
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Mario J. Gabelli
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Chief Investment Officer – Value Portfolios
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Bruce N. Alpert
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Executive Vice President and Chief Operating Officer
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David Goldman
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Vice President, Corporate Development and General Counsel
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Richard Walz
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Chief Compliance Officer
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Kieran Caterina
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Chief Accounting Officer
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John Ball
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Senior Vice President, Fund Administration
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Gabelli Foundation, Inc.
Officers:
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Mario J. Gabelli
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Chairman, Trustee & Chief Investment Officer
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Elisa M. Wilson
Matthew R. Gabelli
Michael Gabelli
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President
Trustee
Trustee
Trustee
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GGCP, Inc.
Directors:
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Mario J. Gabelli
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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.
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Marc Gabelli
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President – GGCP, Inc.
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Matthew R. Gabelli
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Vice President – Trading
G.research, LLC
One Corporate Center
Rye, NY 10580
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Michael Gabelli
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President & COO
Gabelli & Partners, LLC
One Corporate Center
Rye, NY 10580
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Frederic V. Salerno
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Chairman
Former Vice Chairman and Chief Financial Officer
Verizon Communications
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Vincent S. Tese
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Executive Chairman – FCB Financial Corp
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Elisa M. Wilson
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Director
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Officers:
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Mario J. Gabelli
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Chief Executive Officer and Chief Investment Officer
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Marc Gabelli
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President
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GGCP Holdings LLC
Members:
GGCP, Inc.
Mario J. Gabelli
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Manager and Member
Member
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Teton Advisors, Inc.
Directors:
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Marc Gabelli
Vincent J. Amabile
Stephen G. Bondi, CPA
Aaron J. Feingold, M.D.
Nicholas F. Galluccio
Kevin M. Keeley
John M. Tesoro, CPA
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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
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Officers:
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Nicholas F. Galluccio
Patrick B. Huvane, CPA, CFA
Deanna B. Marotz
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See above
Chief Financial Officer
Chief Compliance Officer
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16
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Associated Capital Group, Inc.
Directors:
|
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Mario J. Gabelli
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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.
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Marc Gabelli
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President – GGCP, Inc.
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Douglas R. Jamieson
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President and Chief Executive Officer
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Bruce Lisman
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Former Chairman - JP Morgan – Global Equity Division
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Daniel R. Lee
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Chief Executive Officer
Full House Resorts, Inc.
4670 South Ford Apache Road, Suite 190
Las Vegas, NV 89147
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0; Salvatore F. Sodano
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Vice Chairman – Broadridge Financial Solutions
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Frederic V. Salerno
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See above
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Elisa M. Wilson
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Director
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Officers:
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Mario J. Gabelli
Douglas R. Jamieson
Kenneth D. Masiello
Kevin Handwerker
David Fitzgerald
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Executive Chairman
President and Chief Executive Officer
Chief Accounting Officer
Executive Vice President, General Counsel and Secretary
Assistant Secretary
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Gabelli & Company Investment Advisers, Inc.
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Directors:
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Douglas R. Jamieson
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Officers:
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Douglas R. Jamieson
John Givissis
Kevin Handwerker
David Fitzgerald
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Chief Executive Officer and President
Controller
Secretary
Assistant Secretary
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G.research, LLC
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Officers:
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Cornelius V. McGinity
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Office of the Chairman
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Vincent Amabile
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President
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Bruce N. Alpert
Bernard Frize
Joseph Fernandez
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Vice President
Chief Compliance Officer
Controller and Financial and Operations Principal
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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 CORP.
MJG ASSOCIATES, INC.
11/04/20 4,000- 43.1794
GAMCO ASSET MANAGEMENT INC.
11/17/20 6,800- 43.9866
11/17/20 2,500- 43.9864
11/16/20 1,000- 43.9888
11/16/20 26,000- 43.9900
11/16/20 2,000- 43.9803
11/16/20 5,700- 43.9928
11/13/20 304- *DO
11/13/20 500- 43.9870
11/12/20 500- *DO
11/12/20 160- 43.8700
11/11/20 2,300- 43.8963
11/11/20 1,000- 43.8900
11/11/20 17- *DO
11/10/20 6,292- 43.8511
11/10/20 6,292 48.8511
11/10/20 400- 43.8408
11/10/20 250- *DO
11/10/20 6,292- 48.8511
11/10/20 2,000- 43.9109
11/10/20 1,100- 43.8900
11/10/20 800- 43.8450
11/09/20 1,000- 43.6108
11/09/20 1,800- 43.7307
11/09/20 700- 43.6715
11/09/20 1,100- 43.6703
11/09/20 1,200- 43.6700
11/09/20 9,300- 43.6673
11/09/20 200- 43.6550
11/09/20 30,000- 43.6513
11/09/20 125- 43.6511
11/09/20 300- 43.6500
11/09/20 2,461- 43.6405
11/09/20 261- 43.6395
11/09/20 850- 43.6371
11/09/20 132- 43.6300
11/09/20 600- 43.6238
11/09/20 21,650- 43.6170
11/09/20 200- 43.6125
11/06/20 45,000 43.5000
11/06/20 1,050- 43.4150
11/06/20 1,500- 43.4000
11/06/20 900- 43.4033
11/06/20 945- 43.4104
11/06/20 22,912- 43.4146
11/06/20 1,650- 43.4250
11/06/20 2,104 43.3710
11/06/20 13,300- 43.4213
11/06/20 35,650- 43.4179
11/06/20 200- 43.4300
11/05/20 800- 43.2000
11/05/20 200- 43.1001
11/04/20 1,295- 43.2248
11/04/20 1,000- 43.1720
11/03/20 600- *DO
10/07/20 400- *DO
GABELLI & COMPANY INVESTMENT ADVISERS, INC.
GABELLI ASSOCIATES LIMITED II E
11/10/20 4,800- 48.8511
11/06/20 1,600 43.3710
11/04/20 800- 43.2248
GABELLI ASSOCIATES LIMITED
11/10/20 11,000- 43.8511
11/06/20 3,500 43.3710
11/04/20 2,000- 43.2248
GABELLI ASSOCIATES FUND II
11/10/20 3,100- 48.8511
11/06/20 1,000 43.3710
11/04/20 500- 43.2248
GABELLI ASSOCIATES FUND
11/10/20 8,700- 43.8511
11/06/20 2,800 43.3710
11/04/20 1,500- 43.2248
TETON ADVISORS, INC.
11/09/20 2,000- 43.8000
GABELLI FUNDS, LLC.
GABELLI VALUE PLUS TRUST PLC
11/10/20 8,000- 43.8240
11/09/20 5,000- 43.7472
GABELLI SMALL CAP GROWTH FUND
11/17/20 50,000- 43.9848
11/13/20 4,000- 43.9300
11/12/20 12,000- 43.9167
11/11/20 4,000- 43.8901
11/10/20 155,000- 43.8492
11/09/20 25,000- 43.7876
0; 11/09/20 66,000- 43.7489
11/09/20 290,000- 43.7588
11/06/20 30,000- 43.5500
11/05/20 30,000- 43.1865
11/04/20 24,000- 43.1803
GABELLI EQUITY TRUST
11/11/20 5,000- 43.8462
11/10/20 20,000- 43.8000
11/06/20 5,000- 43.3885
11/06/20 7,000- 43.5000
GABELLI DIVIDEND & INCOME TRUST
11/13/20 15,000- 43.9865
11/09/20 10,000- 43.6702
THE GDL FUND
11/16/20 16,000 43.9917
GABELLI ASSET FUND
11/12/20 10,000- 43.9037
11/12/20 5,000- 43.9008
11/10/20 40,000- 43.8439
11/06/20 5,000- 43.4415
11/05/20 5,000- 43.2003
GAMCO MERGER ARBITRAGE
11/10/20 21,108- 43.8511
11/06/20 7,111 43.3710
11/04/20 3,905- 43.2248
GAMCO ALL CAP VALUE
11/06/20 1,100- 43.4155
GABELLI ABC FUND
11/11/20 1,589 43.8300
11/10/20 12,000 43.8000
(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