Sec Form 4 Filing - Kramer Curt A @ NAVISTAR INTERNATIONAL CORP - 2020-02-19

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 Kramer Curt A 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) SVP & General Counsel (Last) (First) (Middle) NAVISTAR INTERNATIONAL CORPORATION, 2701 NAVISTAR DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 02/19/2020 (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 02/19/2020 M 1,028 A $ 27.24 15,833 D Common Stock 02/19/2020 F 807 D $ 37.52 15,026 D Common Stock 02/19/2020 M 1,028 A $ 27.24 16,054 D Common Stock 02/19/2020 F 830 D $ 37.52 15,224 D Common Stock 163.8942 I By Navistar 401(k) Savings 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) $ 27.24 02/19/2020 M 1,028 ( 1 ) 02/19/2020 Common Stock 1,028 $ 0 0 D Employee Stock Option (right to buy) $ 27.24 02/19/2020 M 1,028 ( 2 ) 02/19/2020 Common Stock 1,028 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kramer Curt A NAVISTAR INTERNATIONAL CORPORATION 2701 NAVISTAR DRIVE LISLE, IL60532 SVP & General Counsel Signatures Richard E. Bond, Attorney in fact 02/21/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option became exercisable in three annual installments as follows: 343 shares on 2/19/2014; 343 shares on 2/19/2015; and 342 shares on 2/19/2016. ( 2 )The option became exercisable, as to 100% of the shares on 2/19/2016, because the average daily closing price of Navistar's common stock on any established stock exchange or national market system during any 20 consecutive calendar day period between the grant date, 2/19/2013 and the vest date 2/19/2016, exceeded $38.

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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