SEC FORM 4

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

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)
02/01/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/01/2011		M		7,204	A	$44.15	111,183	D
Common Stock	02/01/2011		F		5,637	D	$64.69	105,546	D
Common Stock	02/01/2011		M		13,978	A	$26.385	119,524	D
Common Stock	02/01/2011		F		9,133	D	$64.69	110,391	D
Common Stock	02/01/2011		M		2,873	A	$26.385	113,264	D
Common Stock	02/01/2011		F		1,878	D	$64.69	111,386	D
Common Stock	02/01/2011		M		92,049	A	$26.385	203,435	D
Common Stock	02/01/2011		F		58,820	D	$64.69	144,615	D
Common Stock								3,909.6597	I	By Navistar 401(k) Savings Plan
Premium Share Units⁽¹⁾								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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$44.15	02/01/2011		M			7,204	⁽²⁾	04/17/2012	Common Stock	7,204	$0	0	D
Employee Stock Option (right to buy)	$26.385	02/01/2011		M			13,978	12/10/2003	12/11/2012	Common Stock	13,978	$0	0	D
Employee Stock Option (right to buy)	$26.385	02/01/2011		M			2,873	⁽³⁾	12/10/2012	Common Stock	2,873	$0	0	D
Employee Stock Option (right to buy)	$26.385	02/01/2011		M			92,049	⁽⁴⁾	12/11/2012	Common Stock	92,049	$0	0	D
Employee Stock Option (right to buy)	$64.69	02/01/2011		A		5,637		08/01/2011	04/17/2012	Common Stock	5,637	$0	5,637	D
Employee Stock Option (right to buy)	$64.69	02/01/2011		A		9,133		08/01/2011	12/11/2012	Common Stock	9,133	$0	9,133	D
Employee Stock Option (right to buy)	$64.69	02/01/2011		A		1,878		08/01/2011	12/10/2012	Common Stock	1,878	$0	1,878	D
Employee Stock Option (right to buy)	$64.69	02/01/2011		A		58,820		08/01/2011	12/11/2012	Common Stock	58,820	$0	58,820	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 Option became exercisable as to 2,402 shares on 4/16/2003; as to 2,401 shares on 4/16/2004; and as to 2,401 shares on 4/16/2005.

3. The Option became exercisable as to 1 share on 12/10/2004 and as to 2,872 shares on 12/10/2005.

4. The Option became exercisable as to 22,322 shares on 12/10/2003; as to 36,299 shares on 12/10/2004; and as to 33,428 shares on 12/10/2005.

Remarks:

	Curt A. Kramer, Attorney in fact	02/03/2011
	** 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).
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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