* Represents 16,242,012 newly issued shares of common stock, par value $0.10 per share (“Common Stock”) of Navistar International Corporation (the “Company”) pursuant to the Stock Purchase Agreement, dated as of September 5, 2016, between TRATON SE (“TRATON”) and the Company (the “Purchase Agreement”) and 387,655 shares of Common Stock purchased through December 31, 2017 pursuant to a Rule 10b5-1 trading plan adopted by TRATON on June 16, 2017.

** Based on 99,508,416 shares of Common Stock outstanding as of August 31, 2020 as reported by the Company in its quarterly report on Form 10-Q for the quarterly period ended July 31, 2020.

* Represents 16,242,012 newly issued shares of common stock, par value $0.10 per share (“Common Stock”) of Navistar International Corporation (the “Company”) pursuant to the Stock Purchase Agreement, dated as of September 5, 2016, between TRATON SE (“TRATON”) and the Company (the “Purchase Agreement”) and 387,655 shares of Common Stock purchased through December 31, 2017 pursuant to a Rule 10b5-1 trading plan adopted by TRATON on June 16, 2017.

** Based on 99,508,416 shares of Common Stock outstanding as of August 31, 2020 as reported by the Company in its quarterly report on Form 10-Q for the quarterly period ended July 31, 2020.

Item 1. Security and Issuer

This statement constitutes Amendment Number 3 to the Schedule 13D relating to the issued and outstanding shares of common stock, par value $0.10 per share (the “Common Stock”), of Navistar International Corporation, a Delaware corporation (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on March 10, 2017 (the “Original 13D”), as amended by Amendment No. 1 thereto filed on April 18, 2018 (“Amendment No. 1”) and Amendment No. 2 thereto filed on January 30, 2020 (“Amendment No. 2”, and collectively, with the Original 13D and Amendment No. 1, the “Schedule 13D”) on behalf of the Reporting Persons to furnish the additional information set forth herein. The principal executive offices of the Issuer are located at 2701 Navistar Drive, Lisle, Illinois 60532. All capitalized terms contained herein but not otherwise defined shall have the meaning ascribed to such term in the Schedule 13D.

The Reporting Persons are filing this Amendment No. 3 in connection with the proposal submitted by TRATON SE (“TRATON”) to the Board of Directors of the Issuer described in Item 4 below.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby supplemented by adding the following paragraph:

The description of the September 10 Proposal set forth in Item 4 below is incorporated by reference in its entirety into this Item 3. It is anticipated that funding for the cash consideration payable pursuant to the September 10 Proposal will be obtained through one or more of bank borrowings, capital markets transactions or an intercompany loan from Volkswagen or one of its affiliates.

Item 4. Purpose of Transaction

Item 4 is hereby supplemented by adding the following paragraphs:

On September 10, 2020, TRATON delivered a letter (the “September 10 Proposal Letter”) to the Board of Directors of the Issuer in which TRATON modified its proposal to acquire by merger all of the outstanding shares of the Issuer’s Common Stock, other than any shares held by TRATON or its affiliates, by increasing the purchase price per share of Common Stock to $43 in cash (the “September 10 Proposal”). The September 10 Proposal is subject to the same conditions set forth in the original Proposal delivered on January 30, 2020, including in particular the conduct of a due diligence exercise, the negotiation of a definitive merger agreement and support agreements, the approval of the agreed transaction by the relevant boards at TRATON and at Volkswagen, and the granting of certain regulatory approvals. No assurance can be given that a definitive merger agreement with respect to the September 10 Proposal will be entered into or whether the proposed transaction will eventually be consummated. On September 10, 2020, TRATON and Volkswagen each made an “ad-hoc announcement” mandatorily required under European capital markets regulations and TRATON issued a press release in connection with the September 10 Proposal.

The September 10 Proposal could result in one or more of the actions specified in clauses (a)−(j) of Item 4 of Schedule 13D, including the acquisition or disposition of additional securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, a change to the present Board of Directors of the Issuer, a change to the present capitalization or dividend policy of the Issuer, the delisting of the Issuer’s securities from the New York Stock Exchange, and a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act. One or more of the Reporting Persons are expected to take actions in furtherance of the Proposal or any amendment thereof.

The Reporting Persons may at any time, or from time to time, amend, pursue, or choose not to pursue the September 10 Proposal; change the terms of the September 10 Proposal Letter, including the price, conditions, or scope of the transaction; take any action in or out of the ordinary course of business to facilitate or increase the likelihood of consummation of the transaction described in the September 10 Proposal Letter; otherwise seek control or seek to influence the management and policies of the Company; or change their intentions with respect to any such matters.

A copy of the September 10 Proposal Letter is filed as Exhibit 12 to this Schedule 13D, and is incorporated by reference into this Item 4. Copies of the ad-hoc-announcements and the press release issued by TRATON are filed as Exhibits 13, 14, 15 to this Schedule 13D, and are incorporated by reference into this Item 4.

Item 5. Interest in Securities of the Issuer

Item 5(a) is hereby amended with the following:

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby supplemented by incorporating by reference in its entirety the description of the September 10 Proposal and the other matters set forth in Item 4 above.

Item 7. Material to be Filed as Exhibits

Exhibit 12: September 10 Proposal Letter, from TRATON SE to the Board of Directors of Navistar International Corporation dated as of September 10, 2020 (filed herewith).

Exhibit 13: TRATON SE ad-hoc announcement, dated as of September 10, 2020 (filed herewith).

Exhibit 14: Volkswagen AG ad-hoc announcement, dated as of September 10, 2020 (filed herewith).

Exhibit 15: TRATON SE Press Release, dated as of September 10, 2020 (filed herewith).

Exhibit 16: Power of Attorney for Volkswagen AG, dated as of September 10, 2020 (filed herewith).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Navistar (NYSE:NAV)
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