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 * Lisboa Persio V 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)
President and CEO
(Last)         (First)         (Middle)
NAVISTAR INTERNATIONAL CORPORATION, 2701 NAVISTAR DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)
7/1/2021
(Street)
LISLE, IL 60532
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ 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  7/1/2021    D(1)    81807  D(1) $44.50  0  D   
Deferred Share Units (2) 7/1/2021    D(3)    2365  D(3) $44.50  0  D   
Premium Shares Units (4) 7/1/2021    D(5)    425  D(5) $44.50  0  D   

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
Employee Stock Option (right to buy)  $35.08  7/1/2021    D (6)       26485    (6) 2/13/2029 (6) Common Stock  26485.0  $9.42 (6) 0  D   
Employee Stock Option (right to buy)  $40.18  7/1/2021    D (6)       17232    (6) 2/13/2028 (6) Common Stock  17232.0  $4.32 (6) 0  D   
Employee Stock Option (right to buy)  $28.61  7/1/2021    D (6)       2919    (6) 3/1/2027 (6) Common Stock  2919.0  $15.89 (6) 0  D   
Employee Stock Option (right to buy)  $27.48  7/1/2021    D (6)       21228    (6) 2/14/2027 (6) Common Stock  21228.0  $17.02 (6) 0  D   
Employee Stock Option (right to buy)  $27.67  7/1/2021    D (7)       9981   2/11/2018 (7) 2/11/2022 (7) Common Stock  9981.0  $16.83 (7) 0  D   
Employee Stock Option (right to buy)  $27.67  7/1/2021    D (8)       8317   2/11/2018 (8) 2/11/2022 (8) Common Stock  8317.0  $16.83 (8) 0  D   

Explanation of Responses:
(1)  Pursuant to that certain Agreement and Plan of Merger, dated as of November 7, 2020 (the "Merger Agreement"), by and among Navistar International Corporation, a Delaware Corporation (the "Issuer"), TRATON SE, a Societas Europaea ("TRATON") and Dusk Inc., a Delaware Corporation and a wholly owned indirect subsidiary of TRATON ("Merger Sub"), Merger Sub was merged with and into the Issuer (the "Merger") with the Issuer continuing as the surviving corporation and an indirect subsidiary of TRATON (the "Surviving Corporation"). As a result of the Merger, each share of Issuer Common Stock was automatically converted into the right to receive an amount in cash equal to $44.50 (the "Merger Consideration").
(2)  The Deferred Share Units were acquired under Navistar's Executive Stock Ownership Program. Each Deferred Share Unit represents one share of Navistar Common Stock.
(3)  Pursuant to the Merger Agreement, each Deferred Share Unit was canceled and converted into the right to receive an amount in cash equal to the product obtained by multiplying (a) $44.50, by (b) the total number of shares of Issuer Common Stock underlying such award.
(4)  The Premium Share Units were acquired under Navistar's Executive Stock Ownership Program. Each Premium Share Unit represents one share of Navistar Common Stock.
(5)  Pursuant to the Merger Agreement, each Premium Share Unit was canceled and converted into the right to receive an amount in cash equal to the product obtained by multiplying (a) $44.50, by (b) the total number of shares of Issuer Common Stock underlying such award.
(6)  Pursuant to the Merger Agreement, each option to purchase shares of common stock of the Issuer, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash equal to the product obtained by multiplying (a) the amount by which $44.50 exceeds the per-share exercise price of such option, by (b) the total number of shares of Issuer Common Stock underlying such option. The original terms of the option provided for vesting in three annual installments with one-third of the option vesting on each anniversary date of the grant, so that in three years the option was fully vested.
(7)  Pursuant to the Merger Agreement, each option to purchase shares of common stock of the Issuer, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash equal to the product obtained by multiplying (a) the amount by which $44.50 exceeds the per-share exercise price of such option, by (b) the total number of shares of Issuer Common Stock underlying such option. The original terms of the option provided for cliff vesting as to 100% of the eligible shares on the three year anniversary date of the grant if certain EBITDA Margin performance conditions were met.
(8)  Pursuant to the Merger Agreement, each option to purchase shares of common stock of the Issuer, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash equal to the product obtained by multiplying (a) the amount by which $44.50 exceeds the per-share exercise price of such option, by (b) the total number of shares of Issuer Common Stock underlying such option. The original terms of the option provided for cliff vesting as to 100% of the eligible shares on the three year anniversary date of the grant if certain Revenue Growth performance conditions were met.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Lisboa Persio V
NAVISTAR INTERNATIONAL CORPORATION
2701 NAVISTAR DRIVE
LISLE, IL 60532


President and CEO

Signatures
Curt A. Kramer, Attorney in fact 7/2/2021
**Signature of Reporting Person Date
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