SEC FORM 4

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^*

BOND RICHARD E

(Last)

(First)

(Middle)

NAVISTAR INTERNATIONAL CORPORATION

2701 NAVISTAR DRIVE

(Street)

LISLE

60532

(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)
	Corporate Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2019

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/13/2019		M		415	A	$0⁽¹⁾	2,415	D
Common Stock	02/13/2019		D		415	D	$35.08	2,000	D
Common Stock	02/14/2019		M		606	A	$0⁽¹⁾	2,606	D
Common Stock	02/14/2019		D		606	D	$35.5	2,000	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0.0⁽¹⁾	02/13/2019		M			415	⁽²⁾	⁽²⁾	Common Stock	415	$0	829	D
Restricted Stock Units	$0.0⁽¹⁾	02/13/2019		A		1,567		⁽³⁾	⁽³⁾	Common Stock	1,567	$0	1,567	D
Restricted Stock Units	⁽¹⁾	02/14/2019		M			606	⁽⁴⁾	⁽⁴⁾	Common Stock	606	$0	606	D

Explanation of Responses:

1. Each restricted stock unit (RSU) represents the right to receive the cash equivalent of Navistar's common stock converted on a 1 to 1 basis, unless Navistar otherwise elects to settle the RSUs in Navistar common stock on a 1 to 1 basis.

2. The RSUs disposed were from an award of 1,244 RSUs granted on 2/13/2018 that has been paid in cash as to 415 shares on 2/13/2019 and that will become payable in cash, unless the Corporation elects to settle the RSUs in common stock, as to 414 shares on 2/13/2020; and as to 415 shares on 2/13/2021.

3. The RSUs will become payable in cash, unless the Corporation elects to settle the RSUs in common stock, in three annual installments as follows: 523 shares on 2/13/2020; 522 shares on 2/13/2021; and 522 shares on 2/13/2022.

4. The RSUs disposed were from an award of 1,819 RSUs granted on 2/14/2017 that has been paid in cash as to 607 shares on 2/14/2018; as to 606 shares on 2/14/2019; and that will become payable in cash, unless the Corporation elects to settle the RSUs in common stock, as to 606 shares on 2/14/2020.

Remarks:

	Richard E. Bond	02/15/2019
	** 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).
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