Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
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 (Month/Day/Year)
02/13/2019
(Street)

LISLE, IL 60532
4. If Amendment, Date Original Filed(Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 02/13/2019   M   415 A $ 0 (1) 2,415 D  
Common Stock 02/13/2019   D   415 D $ 35.08 2,000 D  
Common Stock 02/14/2019   M   606 A $ 0 (1) 2,606 D  
Common Stock 02/14/2019   D   606 D $ 35.5 2,000 D  

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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) 02/13/2019   M     415   (2)   (2) Common Stock 415 $ 0 829 D  
Restricted Stock Units $ 0 (1) 02/13/2019   A   1,567     (3)   (3) Common Stock 1,567 $ 0 1,567 D  
Restricted Stock Units (1) 02/14/2019   M     606   (4)   (4) Common Stock 606 $ 0 606 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BOND RICHARD E
NAVISTAR INTERNATIONAL CORPORATION
2701 NAVISTAR DRIVE
LISLE, IL 60532
      Corporate Secretary  

Signatures

 Richard E. Bond   02/15/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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 RSUs disposed were from an award of 1,244 RSUs granted on 2/13/2018 that has been paid in cash as to 415 shares on 2/13/2019 and that will become payable in cash, unless the Corporation elects to settle the RSUs in common stock, as to 414 shares on 2/13/2020; and as to 415 shares on 2/13/2021.
(3) The RSUs will become payable in cash, unless the Corporation elects to settle the RSUs in common stock, in three annual installments as follows: 523 shares on 2/13/2020; 522 shares on 2/13/2021; and 522 shares on 2/13/2022.
(4) The RSUs disposed were from an award of 1,819 RSUs 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 that will become payable in cash, unless the Corporation elects to settle the RSUs in common stock, as to 606 shares on 2/14/2020.

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