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^*

Cederoth Andrew J

(Last)

(First)

(Middle)

4201 WINFIELD ROAD

(Street)

WARRENVILLE

60555

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/03/2009

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)
	Senior VP, Corporate Finance

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	5,759	D
Common Stock	2,007	I	Through Navistar 401(k) plan
Deferred Share Units	3,607	D
Premium Share Units	1,466	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)
Stock Option (right to buy)	⁽¹⁾	12/14/2009	Common Stock	2,900	$40.4063	D
Stock Option (right to buy)	⁽²⁾	12/15/2009	Common Stock	900	$40.4063	D
Stock Option (right to buy)	⁽³⁾	12/13/2010	Common Stock	36	$21.22	D
Stock Option (right to buy)	⁽⁴⁾	12/12/2010	Common Stock	1,067	$21.22	D
Stock Option (right to buy)	⁽⁵⁾	07/02/2011	Common Stock	1,300	$27.95	D
Stock Option (right to buy)	⁽⁶⁾	12/11/2011	Common Stock	5,427	$38.2	D
Stock Option (right to buy)	⁽⁷⁾	12/12/2011	Common Stock	1,773	$38.2	D
Stock Option (right to buy)	⁽⁸⁾	12/10/2012	Common Stock	2,464	$26.385	D
Stock Option (right to buy)	⁽⁹⁾	12/11/2012	Common Stock	6,736	$26.385	D
Stock Option (right to buy)	⁽¹⁰⁾	12/10/2013	Common Stock	3,391	$42.885	D
Stock Option (right to buy)	⁽¹¹⁾	12/09/2013	Common Stock	3,209	$42.885	D
Stock Option (right to buy)	⁽¹²⁾	12/14/2014	Common Stock	6,600	$40.915	D
Stock Option (right to buy)	⁽¹³⁾	10/18/2015	Common Stock	6,600	$26.15	D
Stock Option (right to buy)	⁽¹⁴⁾	12/16/2018	Common Stock	4,422	$22.655	D

Explanation of Responses:

1. The Option became exercisable as to 1,933 shares on 6/14/2001 and as to 967 shares on 12/14/2002.

2. The Option became exercisabe as to 600 shares on 6/14/2001 and as to 300 shares on 12/14/2002.

3. The Option became exercisable as to 36 shares on 12/12/2001.

4. These shares were part of an Option grant for 3,164 shares of which, 2,097 shares were previously disposed. The 1,067 shares that remain outstanding became exercisable on 12/12/2003.

5. The Option became exercisable as to 434 shares on 7/1/2002, as to 433 shares on 7/1/2003 and as to 433 shares on 7/1/2004.

6. The Option became exercisable as to 1,002 shares on 12/11/2002, as to 2,025 shares on 12/11/2003 and as to 2,400 shares on 12/11/2004.

7. The Option became exercisable as to 1,398 shares on 12/11/2002 and as to 375 shares on 12/11/2003.

8. The Option became exercisable as to 315 shares on 12/10/2004 and as to 2,149 shares on 12/10/2005.

9. The Option became exercisable as to 3,067 shares on 12/10/2003, as to 2,752 shares on 12/10/2004 and as to 917 shares on 12/10/2005.

10. The Option became exercisable as to 2,200 shares on 12/9/2004 and as to 1,191 shares on 12/9/2005.

11. The Option became exercisable as to 1,009 shares on 12/9/2005 and as to 2,200 shares on 12/9/2006.

12. The Option became exercisable in three equal installments of 2,200 shares on 12/14/2005, 12/14/2006 and 12/14/2007.

13. The Option became exercisable in three equal installments of 2,200 shares on 10/18/2006, 10/18/2007 and 10/18/2008.

14. The Option becomes exercisable in three equal installments of 1,474 shares on 12/16/2009, 12/16/2010 and 12/16/2011.

Remarks:

	Curt A. Kramer	06/08/2009
	** 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.
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