SEC FORM 3

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^*

Tarapchak Richard C

(Last)

(First)

(Middle)

4201 WINFIELD ROAD

(Street)

WARRENVILLE

60555

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/11/2010

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
X	Officer (give title below)	Other (specify below)
	VP & Corporate Controller

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	5,045	D
Common Stock	1,333.5131	I	Navistar 401(k) Plan
Premium Share Units⁽¹⁾	657	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Option (right to buy)	⁽²⁾	12/11/2011	Common Stock	3,300	$38.2	D
Employee Stock Option (right to buy)	12/09/2004	12/10/2013	Common Stock	282	$42.885	D
Employee Stock Option (right to buy)	⁽³⁾	12/09/2013	Common Stock	2,218	$42.885	D
Employee Stock Option (right to buy)	⁽⁴⁾	12/14/2014	Common Stock	2,500	$40.915	D
Employee Stock Option (right to buy)	⁽⁵⁾	10/18/2015	Common Stock	2,500	$26.15	D
Employee Stock Option (right to buy)	⁽⁶⁾	12/16/2018	Common Stock	4,422	$22.655	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	2,640	⁽⁸⁾	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 Options became exercisable in three equal installments of 1,100 shares on 12/11/2002; 12/11/2003; and 12/11/2004.

3. The Options became exercisable as to 552 shares on 12/9/2004; as to 833 shares on 12/9/2005 and as to 833 shares on 12/9/2006.

4. The Options became exercisable as to 834 shares on 12/14/2005; as to 833 shares on 12/14/2006 and as to 833 shares on 12/14/2007.

5. The Options became exercisable as to 834 shares on 10/18/2006; as to 833 shares on 10/18/2007 and as to 833 shares on 10/18/2008.

6. The Options became exercisable as to 1,474 shares on 12/16/2009; and will become exercisable as to 1,474 shares on 12/16/2010 and as to 1,474 shares on 12/16/2011.

7. The restricted stock units become payable in cash in three equal annual installments of 880 shares on 12/15/2010; 12/15/2011 and 12/15/2012.

8. Each restricted stock unit represents the right to receive the cash equivalent of Navistar's common stock converted on a 1 to 1 basis.

Remarks:

	Curt A. Kramer, Attorney in fact	03/19/2010
	** 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).
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.