Sec Form 3 Filing - Volkswagen Truck & Bus GmbH @ NAVISTAR INTERNATIONAL CORP - 2017-02-28

FORM 3 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Volkswagen Truck & Bus GmbH 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) BRAWO PARK,, WILLY-BRANDT-PLATZ 19 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2017 (Street) BRAUNSCHWEIG, 2M38102 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 per share 16,242,012 D ( 1 ) ( 2 )

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 Volkswagen Truck & Bus GmbH BRAWO PARK, WILLY-BRANDT-PLATZ 19 BRAUNSCHWEIG, 2M38102 X VOLKSWAGEN AG BERLINER RING 2 WOLFSBURG, LOWER SAXONY 2M38440 X Signatures Andreas Renschler, Volkswagen Truck & Bus GmbH /s/ Andreas Renschler 03/09/2017 Signature of Reporting Person Date Matthias Grundler, Volkswagen Truck & Bus GmbH /s/ Matthias Grundler 03/09/2017 Signature of Reporting Person Date Tim Haack, Attorney in fact for Volkswagen AG /s/ Tim Haack 03/09/2017 Signature of Reporting Person Date Frederik Fragemann, Attorney in fact for Volkswagen AG /s/ Frederik Fragemann 03/09/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This statement is being filed jointly by Volkswagen Truck & Bus GmbH ("VW T&B") and Volkswagen AG ("Volkswagen" and together with VW ( 2 )On September 5, 2016, the Issuer entered into a Stock Purchase Agreement (the "Purchase Agreement") with VW T&B, pursuant to which the Issuer agreed to issue and sell to VW T&B an aggregate of 16,242,012 shares of its common stock, par value $0.10 per share (the "Common Stock"), for an aggregate purchase price of $255,974,109.12, or $15.76 per share, in a privately negotiated transaction. The transactions contemplated by the Purchase Agreement closed on February 28, 2017 (the "Issuance Date"), at which time the Common Stock was issued to VWT&B.

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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.