Sec Form 4 Filing - ICAHN CARL C @ NAVISTAR INTERNATIONAL CORP - 2021-07-01

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 ICAHN CARL C 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) (Last) (First) (Middle) C/O ICAHN ENTERPRISES L.P., 16690 COLLINS AVENUE - PH-1 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2021 (Street) SUNNY ISLES BEACH, FL33160 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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, Par Value $0.10 "Shares") 07/01/2021 J( 3 ) 16,729,960 ( 3 ) D ( 3 ) $ 44.5 ( 3 ) 0 ( 3 ) I Please see footnotes ( 1 ) ( 2 ) ( 3 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ICAHN CARL C C/O ICAHN ENTERPRISES L.P. 16690 COLLINS AVENUE - PH-1 SUNNY ISLES BEACH, FL33160 X ICAHN PARTNERS LP 16690 COLLINS AVENUE - PH-1 SUNNY ISLES BEACH, FL33160 X ICAHN PARTNERS MASTER FUND LP 16690 COLLINS AVENUE - PH-1 SUNNY ISLES BEACH, FL33160 X Signatures /S/ Carl C. Icahn 07/01/2021 Signature of Reporting Person Date /S/ Icahn Partners L.P 07/01/2021 Signature of Reporting Person Date /S/ Icahn Partners Master Fund LP 07/01/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners LP ("Icahn Partners"). Icahn Offshore is the general partner of Icahn Master Fund LP ("Icahn Master"). ( 2 )Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively herein as the "Reporting Persons." ( 3 )On July 1, 2021, the transactions contemplated by the merger agreement among the Issuer, TRATON SE and Dusk Inc. (the "Merger Agreement") were consummated. Pursuant to the Merger Agreement, Icahn Partners and Icahn Master are entitled to receive, in exchange for each Share held by such entities, $44.50 in cash. As a result of the consummation of such transactions, the Reporting Persons no longer beneficially own any Shares.

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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