FORM 4 [X] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * ICAHN CARL C 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)
C/O ICAHN ENTERPRISES L.P., 16690 COLLINS AVENUE - PH-1
3. Date of Earliest Transaction (MM/DD/YYYY)
7/1/2021
(Street)
SUNNY ISLES BEACH, FL 33160
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 "Shares")  7/1/2021    J(3)    16729960 (3) D(3) $44.50 (3) 0 (3) I  Please see footnotes (1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
(1)  Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners LP ("Icahn Partners"). Icahn Offshore is the general partner of Icahn Master Fund LP ("Icahn Master").
(2)  Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively herein as the "Reporting Persons."
(3)  On July 1, 2021, the transactions contemplated by the merger agreement among the Issuer, TRATON SE and Dusk Inc. (the "Merger Agreement") were consummated. Pursuant to the Merger Agreement, Icahn Partners and Icahn Master are entitled to receive, in exchange for each Share held by such entities, $44.50 in cash. As a result of the consummation of such transactions, the Reporting Persons no longer beneficially own any Shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ICAHN CARL C
C/O ICAHN ENTERPRISES L.P.
16690 COLLINS AVENUE - PH-1
SUNNY ISLES BEACH, FL 33160

X

ICAHN PARTNERS LP
16690 COLLINS AVENUE - PH-1
SUNNY ISLES BEACH, FL 33160

X

ICAHN PARTNERS MASTER FUND LP
16690 COLLINS AVENUE - PH-1
SUNNY ISLES BEACH, FL 33160

X


Signatures
/S/ Carl C. Icahn 7/1/2021
**Signature of Reporting Person Date
/S/ Icahn Partners L.P 7/1/2021
**Signature of Reporting Person Date
/S/ Icahn Partners Master Fund LP 7/1/2021
**Signature of Reporting Person Date
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