Whale Wisdom: Track Hedge Funds Using 13F Filings

Form Type: 3

Acccession Number:	0001140361-11-059313
Date:	2011-12-20
Issuer:	NAVISTAR INTERNATIONAL CORP (NAV)
Original Submission Date:

Reporting Person:

ICAHN CARL C
C/O ICAHN ASSOCIATES CORP.
767 FIFTH AVE., SUITE 4700 NEW YORK, NY 10153

Reporting Person:

HIGH RIVER LIMITED PARTNERSHIP
445 HAMILTON AVENUE
SUITE 1210 WHITE PLAINS, NY 10601

Reporting Person:

ICAHN PARTNERS LP
445 HAMILTON AVENUE
SUITE 1210 WHITE PLAINS, NY 10601

Reporting Person:

ICAHN PARTNERS MASTER FUND LP
C/O WALKER HOUSE
87 MARY STREET GEORGE TOWN, GRAND CAYMAN, E9 KY1-9001

Reporting Person:

ICAHN PARTNERS MASTER FUND II L.P.
C/O WALKER HOUSE
87 MARY STREET GRAND CAYMAN, CAYMAN ISLANDS, E9 KY1-9001

Reporting Person:

ICAHN PARTNERS MASTER FUND III L.P.
C/O WALKER HOUSE
87 MARY STREET GRAND CAYMAN, CAYMAN ISLANDS, E9 KY1-9001

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of Security	Transaction Date	2a. Deemed Execution Date	Transaction Code	Shares	Acquired or Disposed	Price per share	5. Amount of Securities Beneficially Owned Following Reported Transaction	6. Ownership Form Direct or Indirect	Nature of Indirect Ownership
NAVISTAR INTERNATIONAL CORPORATION COMMON STOCK				0		$0.00	7,251,426	indirect	f5

Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security	Conversion or Exercise Price of Derivative Security	Transaction Date	Deemed Execution Date	Transaction Code	Number of Derivative Securities Acquired (A) or Disposed of (D)	Date Exercisable	Expiration Date	Title and Amount of Securities Underlying Derivative Security	Price of Derivative Security	Number of derivative Securities Beneficially Owned Following Reported Transaction(s)	Ownership Form: Direct (D) or Indirect (I)	Nature of Indirect Beneficial Ownership
NAVISTAR INTERNATIONAL CORPORATION COMMON STOCK	0.0		deemed execution date		0 ( )				$0.00	7,251,426	indirect	please see footnotes

Footnotes
ID	footnote
f1	high river limited partnership ("high river") directly beneficially owns 1,450,285 shares, icahn partners lp ("icahn partners") directly beneficially owns 2,222,023 shares, icahn partners master fund lp ("icahn master") directly beneficially owns 2,407,531 shares, icahn partners master fund ii lp ("icahn master ii") directly beneficially owns 813,634 shares, and icahn partners master fund iii lp ("icahn master iii") directly beneficially owns 357,953 shares.
f2	barberry corp. ("barberry"), is the sole member of hopper investments llc ("hopper"), which is the general partner of high river. 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. icahn offshore is the general partner of each of icahn master, icahn master ii and icahn master iii.
f3	each of barberry and beckton is 100 percent owned by carl c. icahn. as such, mr. icahn is in a position indirectly to determine the investment and voting decisions made by each of high river, icahn partners, icahn master, icahn master ii and icahn master iii. each of hopper, barberry and mr. icahn may be deemed to indirectly beneficially own (as that term is defined in rule 13d-3 under the act) the shares which high river owns. each of hopper, barberry and mr. icahn disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
f4	each of icahn onshore, icahn capital, iph, icahn enterprises holdings, icahn enterprises gp, beckton and mr. icahn may be deemed to indirectly beneficially own (as that term is defined in rule 13d-3 under the act) the shares which icahn partners owns. each of icahn onshore, icahn capital, iph, icahn enterprises holdings, icahn enterprises gp, beckton and mr. icahn disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
f5	each of icahn offshore, icahn capital, iph, icahn enterprises holdings, icahn enterprises gp, beckton and mr. icahn may be deemed to indirectly beneficially own (as that term is defined in rule 13d-3 under the act) the shares which each of icahn master, icahn master ii and icahn master iii owns. each of icahn offshore, icahn capital, iph, icahn enterprises holdings, icahn enterprises gp, beckton and mr. icahn disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.