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*
RACHESKY MARK H MD

(Last) (First) (Middle)
40 WEST 57TH STREET
24TH FLOOR

(Street)
NEW YORK NY 10019

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/22/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 06/22/2012 J (13) 412,088 A $0 640,295 I See Footnote (1) (2)
Common Stock 06/22/2012 J (14) 61,292 A $0 701,587 I See Footnote (1) (2)
Common Stock 06/22/2012 J (15) 55,093 A $0 85,594 I See Footnote (3) (4)
Common Stock 06/22/2012 J (16) 8,201 A $0 93,795 I See Footnote (3) (4)
Common Stock 06/22/2012 J (17) 5,016,575 A $0 7,780,369 I See Footnote (5) (6)
Common Stock 06/22/2012 J (18) 760,086 A $0 8,540,455 I See Footnote (5) (6)
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
Forward Transaction (right to buy) (7) (19) 06/22/2012 J (13) 412,088 (21) (23) Common Stock 412,088 $0 (19) 0 I See Footnote (1) (2)
Forward Transaction (right to buy) (10) (20) 06/22/2012 J (14) 61,292 (21) (24) Common Stock 61,292 $0 (20) 0 I See Footnote (1) (2)
Forward Transaction (right to buy) (8) (19) 06/22/2012 J (15) 55,093 (21) (23) Common Stock 55,093 $0 (19) 0 I See Footnote (3) (4)
Forward Transaction (right to buy) (11) (20) 06/22/2012 J (16) 8,201 (21) (24) Common Stock 8,201 $0 (20) 0 I See Footnote (3) (4)
Forward Transaction (right to buy) (9) (19) 06/22/2012 J (17) 5,016,575 (22) (23) Common Stock 5,016,575 $0 (19) 0 I See Footnote (5) (6)
Forward Transaction (right to buy) (12) (20) 06/22/2012 J (18) 760,086 (22) (24) Common Stock 760,086 $0 (20) 0 I See Footnote (5) (6)
1. Name and Address of Reporting Person*
RACHESKY MARK H MD

(Last) (First) (Middle)
40 WEST 57TH STREET
24TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MHR Holdings LLC

(Last) (First) (Middle)
40 WEST 57TH STREET
24TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MHR FUND MANAGEMENT LLC

(Last) (First) (Middle)
40 WEST 57TH STREET
24TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MHR Institutional Partners III LP

(Last) (First) (Middle)
40 WEST 57TH STREET
24TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MHR Institutional Advisors III LLC

(Last) (First) (Middle)
40 WEST 57TH STREET
24TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
Explanation of Responses:
1. These shares are held for the account of MHR Capital Partners Master Account LP, an Anguilla, British West Indies limited partnership ("Master Account"). MHR Advisors LLC, a Delaware limited liability company ("Advisors"), is the general partner of Master Account. Mark H. Rachesky, M.D. ("Dr. Rachesky") is the managing member of Advisors. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the shares held for the account of Master Account. MHR Fund Management LLC ("Fund Management") has an investment management agreement with Master Account pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Master Account and, accordingly, Fund Management may be deemed to beneficially own the shares held for the account of Master Account. MHR Holdings LLC
2. (continued from footnote 1) ("MHR Holdings"), a Delaware limited liability company, is the managing member of Fund Management and, in such capacity, may be deemed to beneficially own any shares that are deemed to be beneficially owned by Fund Management. Accordingly, MHR Holdings may be deemed to beneficially own the shares held for the account of Master Account.
3. These shares are held for the account of MHR Capital Partners (100) LP, a Delaware limited partnership ("Capital Partners (100)"). Advisors is the general partner of Capital Partners (100). Dr. Rachesky is the managing member of Advisors. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the shares held for the account of Capital Partners (100). Fund Management has an investment management agreement with Capital Partners (100) pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Capital Partners (100) and, accordingly, Fund Management may be deemed to beneficially own the shares held for the account of Capital Partners (100).
4. (continued from footnote 3) MHR Holdings is the managing member of Fund Management and, in such capacity, may be deemed to beneficially own any shares that are deemed to be beneficially owned by Fund Management. Accordingly, MHR Holdings may be deemed to beneficially own the shares held for the account of Capital Partners (100).
5. These shares are held for the account of MHR Institutional Partners III LP, a Delaware limited partnership ("Institutional Partners III"). MHR Institutional Advisors III LLC, a Delaware limited liability company ("Institutional Advisors III") is the general partner of Institutional Partners III. Dr. Rachesky is the managing member of Institutional Advisors III. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the shares held for the account of Institutional Partners III. Fund Management has an investment management agreement with Institutional Partners III pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Institutional Partners III and, accordingly,
6. (continued from footnote 5) Fund Management may be deemed to beneficially own the shares held for the account of Institutional Partners III. MHR Holdings is the managing member of Fund Management and, in such capacity, may be deemed to beneficially own any shares that are deemed to be beneficially owned by Fund Management. Accordingly, MHR Holdings may be deemed to beneficially own the shares held for the account of Institutional Partners III.
7. Forward Transaction, dated as of June 6, 2012, by and between Deutsche Bank AG, London Branch ("DB"), with Deutsche Bank Securities Inc. as agent, and Master Account (the "DB Master Account Forward Transaction").
8. Forward Transaction, dated as of June 6, 2012, by and between DB, Deutsche Bank Securities Inc. as agent, and Capital Partners (100) (the "DB Capital Partners (100) Forward Transaction").
9. Amended and Restated Forward Transaction, dated as of June 12, 2012, by and between DB, Deutsche Bank Securities Inc. as agent, and Institutional Partners III (the "DB Institutional Partners III Forward Transaction" and, together with the DB Master Account Forward Transaction and the DB Capital Partners (100) Forward Transaction, the "DB Forward Transactions").
10. Forward Transaction, dated as of June 14, 2012, by and between Societe Generale ("SG") and Master Account (the "SG Master Account Forward Transaction").
11. Forward Transaction, dated as of June 14, 2012, by and between SG and Capital Partners (100) (the "SG Capital Partners (100) Forward Transaction").
12. Forward Transaction, dated as of June 14, 2012, by and between SG and Institutional Partners III (the "SG Institutional Partners III Forward Transaction" and, together with the SG Master Account Forward Transaction and the SG Capital Partners (100) Forward Transaction, the "SG Forward Transactions").
13. On June 22, 2012, Master Account delivered a notice to DB electing to physically settle the DB Master Account Forward Transaction by delivery of 412,088 shares of Common Stock. As required by the DB Master Account Forward Transaction, the settlement date for physical delivery of such shares will occur on or before June 29, 2012.
14. On June 22, 2012, Master Account delivered a notice to SG electing to physically settle the SG Master Account Forward Transaction by delivery of 61,292 shares of Common Stock. As required by the SG Master Account Forward Transaction, the settlement date for physical delivery of such shares will occur on or before June 29, 2012.
15. On June 22, 2012, Capital Partners (100) delivered a notice to DB electing to physically settle the DB Capital Partners (100) Forward Transaction by delivery of 55,093 shares of Common Stock. As required by the DB Capital Partners (100) Forward Transaction, the settlement date for physical delivery of such shares will occur on or before June 29, 2012.
16. On June 22, 2012, Capital Partners (100) delivered a notice to SG electing to physically settle the SG Capital Partners (100) Forward Transaction by delivery of 8,201 shares of Common Stock. As required by the SG Capital Partners (100) Forward Transaction, the settlement date for physical delivery of such shares will occur on or before June 29, 2012.
17. On June 22, 2012, following the early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, Institutional Partners III delivered a notice to DB electing to physically settle the DB Institutional Partners III Forward Transaction by delivery of 5,016,575 shares of Common Stock. As required by the DB Institutional Partners III Forward Transaction, the settlement date for physical delivery of such shares will occur on or before June 29, 2012.
18. On June 22, 2012, following the early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, Institutional Partners III delivered a notice to SG electing to physically settle the SG Institutional Partners III Forward Transaction by delivery of 760,086 shares of Common Stock. As required by the SG Institutional Partners III Forward Transaction, the settlement date for physical delivery of such shares will occur on or before June 29, 2012.
19. Upon the physical settlement of their respective DB Forward Transactions, each MHR entity is required to pay $25.5507 to DB in exchange for each share of Common Stock underlying the DB Forward Transactions.
20. Upon the physical settlement of their respective SG Forward Transactions, each MHR entity is required to pay $27.1252 to SG in exchange for each share of Common Stock underlying the SG Forward Transactions.
21. Each of the DB Master Account Forward Transaction, DB Capital Partners (100) Forward Transaction, SG Master Account Forward Transaction and SG Capital Partners (100) Forward Transaction, may be settled at any time, at the election of Master Account or Capital Partners (100), as the case may be, in cash or by delivery of Common Stock.
22. The DB Institutional Partners III Forward Transaction and SG Institutional Partners III Forward Transaction may be settled at any time at the election of Institutional Partners III in cash. In addition, the DB Institutional Partners III Forward Transaction and SG Institutional Partners III Forward Transaction may be settled at any time, at the election of Institutional Partners III, following the date that all required filings and any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 have been made or have expired (the "HSR Act Condition"), by delivery of Common Stock.
23. The shares of Common Stock underlying the DB Forward Transactions generally must be settled in either cash or physical delivery of such shares of Common Stock (subject, in the case of the DB Institutional Partners III Forward Transaction, to satisfaction of the HSR Act Condition) by June 12, 2013 or at such earlier date at the election of Master Account, Capital Partners (100) or Institutional Partners III, as the case may be.
24. The shares of Common Stock underlying the SG Forward Transactions generally must be settled in either cash or physical delivery of such shares of Common Stock (subject, in the case of the SG Institutional Partners III Forward Transaction, to satisfaction of the HSR Act Condition) by June 22, 2013 or at such earlier date at the election of Master Account, Capital Partners (100) or Institutional Partners III, as the case may be.
/s/ Janet Yeung, Attorney-in-Fact 06/25/2012
** Signature of Reporting Person Date
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