SEC Form 4
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*
Cederoth Andrew J
(Last) (First) (Middle)
4201 WINFIELD ROAD
(Street)
WARRENVILLE IL 60555
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NAVISTAR INTERNATIONAL CORP [ NAV ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive VP and CFO
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)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
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).
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