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 *
Borst Walter G
   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)
EVP & Chief Financial Officer
(Last)
(First)
(Middle)
NAVISTAR INTERNATIONAL CORPORATION, 2701 NAVISTAR DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
12/12/2017
(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               121,969 D  
Premium Share Units (1)               10,366 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
Employee Stock Option (right to buy) $ 27.67 12/12/2017   A   14,971 (2)   02/11/2018 02/11/2022 Common Stock 14,971 $ 0 14,971 D  
Employee Stock Option (right to buy) $ 27.67 12/12/2017   A   12,476 (3)   02/11/2018 02/11/2022 Common Stock 12,476 $ 0 12,476 D  
Performance Rights $ 0 (4) 12/12/2017   A   11,384 (4)   02/11/2018 02/11/2018(4) Common Stock 11,384 $ 0 11,384 D  
Performance Rights $ 0 (5) 12/12/2017   A   9,487 (5)   02/11/2018 02/11/2018(5) Common Stock 9,487 $ 0 9,487 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Borst Walter G
NAVISTAR INTERNATIONAL CORPORATION
2701 NAVISTAR DRIVE
LISLE, IL 60532		       EVP & Chief Financial Officer  

Signatures

 Richard E. Bond Attorney in fact   12/13/2017
**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) The premium share units were acquired under Navistar's Executive Stock Ownership Program. Each premium share unit represents one share of Navistar common stock.
(2) On February 11, 2015, the reporting person was granted an option to purchase 49,905 shares of common stock subject to Navistar's satisfaction of certain EBITDA Margin performance conditions measured over a three year period. It was determined the performance conditions were partially met, resulting in the reporting person receiving 14,971 options. The options acquired continue to be subject to service vesting conditions and will fully vest and be exercisable on February 11, 2018.
(3) On February 11, 2015, the reporting person was granted an option to purchase 49,905 shares of common stock subject to Navistar's satisfaction of certain Revenue Growth performance conditions measured over a three year period. It was determined the performance conditions were partially met, resulting in the reporting person receiving 12,476 options. The options acquired continue to be subject to service vesting conditions and will fully vest and be exercisable on February 11, 2018.
(4) On February 11, 2015, the reporting person was granted 18,973 performance units, with each unit representing the right to receive the cash equivalent of Navistar's common stock converted on a 1 to 1 basis, subject to Navistar's satisfaction of certain EBIDTA Margin performance conditions measured over a three year period. It was determined the performance conditions were partially met, resulting in the reporting person receiving 11,384 units. The units acquired continue to be subject to service vesting conditions and will vest in full on February 11, 2018. The units expire upon payout, if any, of the award, and in any case no later than February 11, 2018.
(5) On February 11, 2015, the reporting person was granted 18,974 performance units, with each unit representing the right to receive the cash equivalent of Navistar's common stock converted on a 1 to 1 basis, subject to Navistar's satisfaction of certain Revenue Growth performance conditions measured over a three year period. It was determined the performance conditions were partially met, resulting in the reporting person receiving 9,487 units. The units acquired continue to be subject to service vesting conditions and will vest in full on February 11, 2018. The units expire upon payout, if any, of the award, and in any case no later than February 11, 2018.

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