Sec Form 4 Filing - BOND RICHARD E @ NAVISTAR INTERNATIONAL CORP - 2020-02-13

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 BOND RICHARD E 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 X __ Officer (give title below) _____ Other (specify below) Corporate Secretary (Last) (First) (Middle) NAVISTAR INTERNATIONAL CORPORATION, 2701 NAVISTAR DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 02/13/2020 (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 02/13/2020 M 414 A $ 0 ( 1 ) 2,414 D Common Stock 02/13/2020 D 414 D $ 37.19 2,000 D Common Stock 02/13/2020 M 523 A $ 0 ( 1 ) 2,523 D Common Stock 02/13/2020 D 523 D $ 37.19 2,000 D Common Stock 02/14/2020 M 606 A $ 0 ( 1 ) 2,606 D Common Stock 02/14/2020 D 606 D $ 37.28 2,000 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 (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 Restricted Stock Units $ 0 ( 1 ) 02/13/2020 M 414 ( 2 ) ( 2 ) Common Stock 414 $ 0 415 D Restricted Stock Units $ 0 ( 1 ) 02/13/2020 M 523 ( 3 ) ( 3 ) Common Stock 523 $ 0 1,044 D Restricted Stock Units ( 1 ) 02/14/2020 M 606 ( 4 ) ( 4 ) Common Stock 606 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BOND RICHARD E NAVISTAR INTERNATIONAL CORPORATION 2701 NAVISTAR DRIVE LISLE, IL60532 Corporate Secretary Signatures Richard E. Bond 02/17/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit (RSU) represents the right to receive the cash equivalent of Navistar's common stock converted on a 1 to 1 basis, unless Navistar otherwise elects to settle the RSUs in Navistar common stock on a 1 to 1 basis. ( 2 )The number of RSUs reported is from a grant of 1,244 shares granted on 2/13/2018 that has been paid in cash as to 415 shares on 2/13/2019 and as to 414 shares on 2/13/2020 and will become payable in cash, unless the Corporation elects to settle in shares, as to 415 shares on 2/13/2021. ( 3 )The number of RSUs reported is from a grant of 1,567 shares granted on 2/13/2019 that has been paid in cash as to 523 shares on 2/13/2020 will become payable in cash, unless the Corporation elects to settle the RSUs in common stock, as to 522 shares on 2/13/2021; and as to 522 shares on 2/13/2022. ( 4 )The number of RSUs reported is from a grant of 1,819 shares granted on 2/14/2017 that has been paid in cash as to 607 shares on 2/14/2018, as to 606 shares on 2/14/2019 and as to 606 shares on 2/14/2020.

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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