Navistar International (NAV) Form 3 NAVISTAR INTERNATIONAL / RICHARD E BOND ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

BOND RICHARD E

(Last) (First) (Middle)

NAVISTAR INTERNATIONAL CORPORATION

2701 NAVISTAR DRIVE

(Street)

LISLE IL 60532

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/20/2017

3. Issuer Name and Ticker or Trading Symbol
NAVISTAR INTERNATIONAL CORP [ NAV ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Corporate Secretary

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	(1)	Common Stock	1,190	(2)	D
Restricted Stock Units	(3)	(3)	Common Stock	1,819	(2)	D

Explanation of Responses:

1. The number of restricted stock units reported is from a grant of 1,786 shares granted on 2/10/2016 that has been paid in cash as to 596 shares on 2/10/2017 and will become payable in cash, unless the Corporation elects to settle in shares, as to 595 shares on 2/10/2018; and as to 595 shares on 2/10/2019.

2. 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.

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: 607 shares on 2/14/2018; 606 shares on 2/14/2019; and 606 shares on 2/14/2020.

Remarks:

	Richard E. Bond	06/26/2017
	** Signature of Reporting Person	Date
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 5 (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).
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