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Filing Details

Accession Number:: 0001209191-13-036914
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-07-17 07:05:48
Reporting Period:: 2013-07-15

Filing Date:: 2013-07-17
Accepted Time:: 2013-07-17 06:05:48
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
808450	Navistar International Corp	NAV	Motor Vehicles & Passenger Car Bodies (3711)	363359573

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1194368	Md H Mark Rachesky	40 West 57Th Street 24Th Floor New York NY 10019	Yes	No	Yes	No
1277742	Mhr Fund Management Llc	40 West 57Th Street 24Th Floor New York NY 10019	No	No	Yes	No
1391121	Mhr Institutional Partners Iii Lp	40 West 57Th Street 24Th Floor New York NY 10019	No	No	Yes	No
1391563	Mhr Institutional Advisors Iii Llc	40 West 57Th Street 24Th Floor New York NY 10019	No	No	Yes	No
1552702	Mhr Holdings Llc	40 West 57Th Street 24Th Floor New York NY 10019	No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2013-07-15	17,445	$31.50	935,522	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2013-07-15	2,164	$31.50	124,776	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2013-07-15	177,092	$31.50	11,136,403	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2013-07-16	40,902	$31.96	976,424	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2013-07-16	5,073	$31.96	129,849	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2013-07-16	415,202	$31.96	11,551,605	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	1,878	Direct

Footnotes

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $31.02 to $31.74. The reporting person undertakes to provide to the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (1) and (2) to this Form 4.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $31.62 to $32.00.
These shares are held for the account of MHR Capital Partners Master Account LP, an Anguilla, British West Indies limited partnership ("Master Account"). MHR Advisors LLC, a Delaware limited liability company ("Advisors"), is the general partner of Master Account. Mark H. Rachesky, M.D. ("Dr. Rachesky") is the managing member of Advisors. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the shares held for the account of Master Account. MHR Fund Management LLC ("Fund Management") has an investment management agreement with Master Account pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Master Account and, accordingly, Fund Management may be deemed to beneficially own the shares held for the account of Master Account. (Continued to Footnote 4)
(Continued from Footnote 3) MHR Holdings LLC, a Delaware limited liability company ("MHR Holdings"), is the managing member of Fund Management and, in such capacity, may be deemed to beneficially own any shares that are deemed to be beneficially owned by Fund Management. Accordingly, MHR Holdings may be deemed to beneficially own the shares held for the account of Master Account.
These shares are held for the account of MHR Capital Partners (100) LP, a Delaware limited partnership ("Capital Partners (100)"). Advisors is the general partner of Capital Partners (100). Dr. Rachesky is the managing member of Advisors. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the shares held for the account of Capital Partners (100). Fund Management has an investment management agreement with Capital Partners (100) pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Capital Partners (100) and, accordingly, Fund Management may be deemed to beneficially own the shares held for the account of Capital Partners (100). (Continued to Footnote 6)
(Continued from Footnote 5) MHR Holdings is the managing member of Fund Management and, in such capacity, may be deemed to beneficially own any shares that are deemed to be beneficially owned by Fund Management. Accordingly, MHR Holdings may be deemed to beneficially own the shares held for the account of Capital Partners (100).
These shares are held for the account of MHR Institutional Partners III LP, a Delaware limited partnership ("Institutional Partners III"). MHR Institutional Advisors III LLC, a Delaware limited liability company ("Institutional Advisors III") is the general partner of Institutional Partners III. Dr. Rachesky is the managing member of Institutional Advisors III. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the shares held for the account of Institutional Partners III. Fund Management has an investment management agreement with Institutional Partners III pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Institutional Partners III and, accordingly, Fund Management may be deemed to beneficially own the shares held for the account of Institutional Partners III. (Continued to Footnote 8)
(Continued from Footnote 7) MHR Holdings is the managing member of Fund Management and, in such capacity, may be deemed to beneficially own any shares that are deemed to be beneficially owned by Fund Management. Accordingly, MHR Holdings may be deemed to beneficially own the shares held for the account of Institutional Partners III.