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*
USTIAN DANIEL C

(Last) (First) (Middle)
NAVISTAR INTERNATIONAL CORPORATION
4201 WINFIELD ROAD

(Street)
WARRENVILLE IL 60555

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman, President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
04/05/2011
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)
Code V Amount (A) or (D) Price
Common Stock 04/05/2011 M 55,469 A $49.84 200,084 D
Common Stock 04/05/2011 S 55,469 D $69.5901 (1) 144,615 D
Common Stock 04/05/2011 M 58,100 A $23.965 202,715 D
Common Stock 04/05/2011 F 35,746 D $69.905 166,969 D
Common Stock 3,909.6597 I By Navistar 401(k) Savings Plan
Premium Share Units (2) 11,910 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $49.84 04/05/2011 M 2,248 10/14/2010 12/11/2011 Common Stock 2,248 $0 0 D
Employee Stock Option (right to buy) $49.84 04/05/2011 M 44,139 10/14/2010 12/12/2011 Common Stock 44,139 $0 0 D
Employee Stock Option (right to buy) $49.84 04/05/2011 M 9,082 10/14/2010 12/12/2011 Common Stock 9,082 $0 0 D
Employee Stock Option (right to buy) $23.965 04/05/2011 M 58,100 (3) 02/20/2013 Common Stock 58,100 $0 0 D
Employee Stock Option (right to buy) $69.905 04/05/2011 A 35,746 10/05/2011 02/20/2013 Common Stock 35,746 $0 35,746 D
Explanation of Responses:
1. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.50 to $69.78, inclusive. The reporting person undertakes to provide Navistar International Corporation, any secuirty holder of Navistar International Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.
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 became exercisable as to 19,367 shares on 2/19/2004; as to 19,366 shares on 2/19/2005; and as to 19,367 shares on 2/19/2006.
Remarks:
Curt A. Kramer, Attorney in fact 04/07/2011
** 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).
** 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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