SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
ALLEN JOHN J

(Last) (First) (Middle)
C/O NAVISTAR INTERNATIONAL CORPORATION
2701 NAVISTAR DRIVE

(Street)
LISLE IL 60532

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/18/2012
3. Issuer Name and Ticker or Trading Symbol
NAVISTAR INTERNATIONAL CORP [ NAV ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Pres. NA Truck/Parts Ops Subs
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 28,693 D
Deferred Share Units (1) 1,821 D
Premium Share Units (2) 5,094 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) (3) 12/16/2018 Common Stock 11,199 22.655 D
Employee Stock Option (right to buy) (4) 12/15/2016 Common Stock 21,306 35.805 D
Employee Stock Option (right to buy) 04/14/2011 12/11/2012 Common Stock 3,984 49.215 D
Employee Stock Option (right to buy) 04/14/2011 12/09/2013 Common Stock 2,670 49.215 D
Employee Stock Option (right to buy) 04/14/2011 12/10/2013 Common Stock 6,922 49.215 D
Employee Stock Option (right to buy) (5) 12/14/2017 Common Stock 27,800 58.915 D
Employee Stock Option (right to buy) (6) 12/19/2018 Common Stock 27,800 37.2 D
Explanation of Responses:
1. The Deferred Share Units were acquired under Navistar's Executive Stock Ownership Program. Each Deferred Share Unit represents one share of Navistar Common Stock.
2. The Premium Share Units were acquired under Navistar's Executive Stock Ownership Program. Each Premium Share Unit represents one share of Navistar Common Stock.
3. The Option originally covered 31,959 shares and became exercisable as to 10,653 shares on 12/16/2009, as to 10,653 shares on 12/16/2010 and as to 10,653 shares on 12/16/2011.
4. The Option originally covered 31,959 shares and became exercisable as to 10,653 shares on 12/15/2010 and as to 10,653 shares on 12/15/2011, and will become exercisable as to 10,653 shares on 12/15/2012.
5. The Option became exercisable as to 9,267 shares on 12/14/2011, and will become exercisable as to 9,266 shares on 12/14/2012 and as to 9,267 shares on 12/14/2013.
6. The Option will become exercisable as to 9,267 shares on 12/19/2012, as to 9,266 shares on 12/19/2013 and as to 9,267 shares on 12/19/2014.
Remarks:
Curt A. Kramer, Attorney in fact 06/26/2012
** 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 5 (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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