Sec Form 4 Filing - Elliott Greg W @ NAVISTAR INTERNATIONAL CORP - 2013-03-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Elliott Greg W 2. Issuer Name and Ticker or Trading Symbol NAVISTAR INTERNATIONAL CORP [ NAV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) SVP HR & Admin. Operating Sub (Last) (First) (Middle) C/O NAVISTAR INTERNATIONAL CORPORATION, 2701 NAVISTAR DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 03/15/2013 (Street) LISLE, IL60532 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/15/2013 M 8,828 A $ 22.655 25,929 D Common Stock 03/15/2013 S 8,828 D $ 36.6999 ( 1 ) 17,101 D Common Stock 03/15/2013 M 4,974 A $ 22.655 22,075 D Common Stock 03/15/2013 S 4,974 D $ 36.6468 ( 2 ) 17,101 D Premium Shares ( 3 ) 2,758 D Common Stock 245.6168 I By Navistar 401(k) Plan

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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) $ 22.655 03/15/2013 M 8,828 ( 4 ) 12/16/2018 Common Stock 8,828 $ 0 0 D Employee Stock Option (right to buy) $ 22.655 03/15/2013 M 4,974 ( 5 ) 12/16/2018 Common Stock 4,974 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Elliott Greg W C/O NAVISTAR INTERNATIONAL CORPORATION 2701 NAVISTAR DRIVE LISLE, IL60532 SVP HR & Admin. Operating Sub Signatures Curt A. Kramer, Attorney in fact 03/19/2013 Signature of Reporting Person Date

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 $36.743 to $36.633, 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 and 2 to this Form 4. ( 2 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.663 to $36.623, inclusive. ( 3 )The premium share units were acquired under Navistar's Executive Stock Ownership Program. Each premium share unit represents one share of Navistar common stock. ( 4 )The stock options exercised were from an award of 13,242 shares that became exercisable in three annual installments as follows: 4,414 shares on 12/16/2009; 4,414 shares on 12/16/2010 and 4,414 shares on 12/16/2011. ( 5 )The stock options exercised were from an award of 7,461 shares that became exercisable in three annual installments as follows: 2,487 shares on 12/16/2009; 2,487 shares on 12/16/2010 and 2,487 shares on 12/16/2011.

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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