FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NAVISTAR INTERNATIONAL CORP [ NAV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/28/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 03/28/2011 | M | 3,391 | A | $42.885 | 23,649 | D | |||
Common Stock | 03/28/2011 | F | 2,534 | D | $68.015 | 21,115 | D | |||
Common Stock | 03/28/2011 | M | 3,209 | A | $42.885 | 24,324 | D | |||
Common Stock | 03/28/2011 | F | 2,397 | D | $68.015 | 21,927 | D | |||
Common Stock | 03/28/2011 | M | 4,262 | A | $40.915 | 26,189 | D | |||
Common Stock | 03/28/2011 | F | 3,099 | D | $68.015 | 23,090 | D | |||
Common Stock | 03/28/2011 | M | 2,338 | A | $40.915 | 25,428 | D | |||
Common Stock | 03/28/2011 | F | 1,700 | D | $68.015 | 23,728 | D | |||
Common Stock | 03/29/2011 | M | 4,019 | A | $26.15 | 27,747 | D | |||
Common Stock | 03/29/2011 | S | 4,019 | D | $67.34 | 23,728 | D | |||
Common Stock | 03/29/2011 | M | 2,581 | A | $26.15 | 26,309 | D | |||
Common Stock | 03/29/2011 | S | 2,581 | D | $67.34 | 23,728 | D | |||
Common Stock | 03/29/2011 | M | 2,948 | A | $22.655 | 26,676 | D | |||
Common Stock | 03/29/2011 | S | 2,948 | D | $67.34 | 23,728 | D | |||
Common Stock | 2,007.9276 | I | By Navistar 401(k) plan | |||||||
Deferred Share Units | 3,607 | D | ||||||||
Premium Share Units(1) | 1,466 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right to buy) | $42.885 | 03/28/2011 | M | 3,391 | (2) | 12/10/2013 | Common Stock | 3,391 | $0 | 0 | D | ||||
Employee Stock Option (right to buy) | $68.015 | 03/28/2011 | A | 2,534 | 09/28/2011 | 12/10/2013 | Common Stock | 2,534 | $0 | 2,534 | D | ||||
Employee Stock Option (right to buy) | $42.885 | 03/28/2011 | M | 3,209 | (3) | 12/09/2013 | Common Stock | 3,209 | $0 | 0 | D | ||||
Employee Stock Option (right to buy) | $68.015 | 03/28/2011 | A | 2,397 | 09/28/2011 | 12/09/2013 | Common Stock | 2,397 | $0 | 2,397 | D | ||||
Employee Stock Option (right to buy) | $40.915 | 03/28/2011 | M | 4,262 | (4) | 12/14/2014 | Common Stock | 4,262 | $0 | 0 | D | ||||
Employee Stock Option (right to buy) | $68.015 | 03/28/2011 | A | 3,099 | 09/28/2011 | 12/14/2014 | Common Stock | 3,099 | $0 | 3,099 | D | ||||
Employee Stock Option (right to buy) | $40.915 | 03/28/2011 | M | 2,338 | (5) | 12/14/2014 | Common Stock | 2,338 | $0 | 0 | D | ||||
Employee Stock Option (right to buy) | $68.015 | 03/28/2011 | A | 1,700 | 09/28/2011 | 12/14/2014 | Common Stock | 1,700 | $0 | 1,700 | D | ||||
Employee Stock Option (right to buy) | $26.15 | 03/29/2011 | M | 4,019 | (6) | 10/18/2015 | Common Stock | 4,019 | $0 | 0 | D | ||||
Employee Stock Option (right to buy) | $26.15 | 03/29/2011 | M | 2,581 | (7) | 10/18/2015 | Common Stock | 2,581 | $0 | 0 | D | ||||
Employee Stock Option (right to buy) | $22.655 | 03/29/2011 | M | 2,948 | (8) | 12/16/2018 | Common Stock | 2,948 | $0 | 1,474 | D |
Explanation of Responses: |
1. The Premium Share Units were acquired under Navistar's Executive Stock Ownership Program. Each Premium Share Unit represents one share of Navistar Common Stock. |
2. The Option became exercisable as to 2,200 shares on 12/09/2004 and as to 1,191 shares on 12/09/2005. |
3. The Option became exercisable as to 1,009 shares on 12/09/2005 and as to 2,200 shares on 12/09/2006. |
4. The Option became exercisable as to 2 ,200 shares on 12/14/2005 and as to 2,062 shares on 12/14/2006. |
5. The Option became exercisable as to 138 shares on 12/14/2006 and as to 2,200 shares on 12/14/2007. |
6. The Option became exercisable as to 2,200 shares on 10/18/2006 and as to 1,819 shares on 10/18/2007. |
7. The Option became exercisable as to 381 shares on 10/18/2007 and as to 2,200 shares on 10/18/2008. |
8. The options exercised were from an award of 4,422 stock options that became exercisable as to 1,474 shares on 12/16/2009 and as to 1,474 shares on 12/16/2010. The remaining 1,474 options will become exercisable on 12/16/2011. |
Remarks: |
Curt A. Kramer, Attorney in fact | 03/30/2011 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |