SC 13D/A 1 nav_01a.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 1)

Navistar International Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

_______63934E108_________

(CUSIP Number)

David Goldman

GAMCO Investors, Inc.

One Corporate Center

Rye, New York 10580-1435

(914) 921-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

______________________July 1, 2021________________________

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box .

CUSIP No. 63934E108

1	Names of reporting persons I.R.S. identification nos. of above persons (entities only) Gabelli Funds, LLC I.D. No. 13-4044523
2	Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b)
3	Sec use only
4	Source of funds (SEE INSTRUCTIONS) None
5	Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
6	Citizenship or place of organization New York
Number Of Shares Beneficially Owned By Each Reporting Person With		: 7 : : :	Sole voting power None (Item 5)
		: 8 : : :	Shared voting power None
		: 9 : : :	Sole dispositive power None (Item 5)
		:10 : : :	Shared dispositive power None
11	Aggregate amount beneficially owned by each reporting person None (Item 5)
12	Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS)
13	Percent of class represented by amount in row (11) 0.00%
14	Type of reporting person (SEE INSTRUCTIONS) IA, CO

CUSIP No. 63934E108

1	Names of reporting persons I.R.S. identification nos. of above persons (entities only) GAMCO Asset Management, Inc. I.D. No. 13-4044521
2	Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b)
3	Sec use only
4	Source of funds (SEE INSTRUCTIONS) None
5	Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
6	Citizenship or place of organization New York
Number Of Shares Beneficially Owned By Each Reporting Person With		: 7 : : :	Sole voting power None (Item 5)
		: 8 : : :	Shared voting power None
		: 9 : : :	Sole dispositive power None (Item 5)
		:10 : : :	Shared dispositive power None
11	Aggregate amount beneficially owned by each reporting person None (Item 5)
12	Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS)
13	Percent of class represented by amount in row (11) 0.00%
14	Type of reporting person (SEE INSTRUCTIONS) IA, CO

CUSIP No. 63934E108

1	Names of reporting persons I.R.S. identification nos. of above persons (entities only) Teton Advisors, Inc. I.D. No. 13-4008049
2	Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b)
3	Sec use only
4	Source of funds (SEE INSTRUCTIONS) None
5	Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
6	Citizenship or place of organization Delaware
Number Of Shares Beneficially Owned By Each Reporting Person With		: 7 : : :	Sole voting power None (Item 5)
		: 8 : : :	Shared voting power None
		: 9 : : :	Sole dispositive power None (Item 5)
		:10 : : :	Shared dispositive power None
11	Aggregate amount beneficially owned by each reporting person None (Item 5)
12	Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS)
13	Percent of class represented by amount in row (11) 0.00%
14	Type of reporting person (SEE INSTRUCTIONS) IA, CO

CUSIP No. 63934E108

1	Names of reporting persons I.R.S. identification nos. of above persons (entities only) Gabelli & Company Investment Advisers, Inc. I.D. No. 13-3379374
2	Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b)
3	Sec use only
4	Source of funds (SEE INSTRUCTIONS) None
5	Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
6	Citizenship or place of organization Delaware
Number Of Shares Beneficially Owned By Each Reporting Person With		: 7 : : :	Sole voting power None (Item 5)
		: 8 : : :	Shared voting power None
		: 9 : : :	Sole dispositive power None (Item 5)
		:10 : : :	Shared dispositive power None
11	Aggregate amount beneficially owned by each reporting person None (Item 5)
12	Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS)
13	Percent of class represented by amount in row (11) 0.00%
14	Type of reporting person (SEE INSTRUCTIONS) HC, CO, IA

CUSIP No. 63934E108

1	Names of reporting persons I.R.S. identification nos. of above persons (entities only) MJG Associates, Inc. I.D. No. 06-1304269
2	Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b)
3	Sec use only
4	Source of funds (SEE INSTRUCTIONS) None
5	Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
6	Citizenship or place of organization Connecticut
Number Of Shares Beneficially Owned By Each Reporting Person With		: 7 : : :	Sole voting power None (Item 5)
		: 8 : : :	Shared voting power None
		: 9 : : :	Sole dispositive power None (Item 5)
		:10 : : :	Shared dispositive power None
11	Aggregate amount beneficially owned by each reporting person None (Item 5)
12	Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS)
13	Percent of class represented by amount in row (11) 0.00%
14	Type of reporting person (SEE INSTRUCTIONS) CO

CUSIP No. 63934E108

1	Names of reporting persons I.R.S. identification nos. of above persons (entities only) Gabelli Foundation, Inc. I.D. No. 94-2975159
2	Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b)
3	Sec use only
4	Source of funds (SEE INSTRUCTIONS) None
5	Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
6	Citizenship or place of organization NV
Number Of Shares Beneficially Owned By Each Reporting Person With		: 7 : : :	Sole voting power None (Item 5)
		: 8 : : :	Shared voting power None
		: 9 : : :	Sole dispositive power None (Item 5)
		:10 : : :	Shared dispositive power None
11	Aggregate amount beneficially owned by each reporting person None (Item 5)
12	Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS)
13	Percent of class represented by amount in row (11) 0.00%
14	Type of reporting person (SEE INSTRUCTIONS) 00-Private Foundation

CUSIP No. 63934E108

1	Names of reporting persons I.R.S. identification nos. of above persons (entities only) GGCP, Inc. I.D. No. 13-3056041
2	Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b)
3	Sec use only
4	Source of funds (SEE INSTRUCTIONS) None
5	Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
6	Citizenship or place of organization Wyoming
Number Of Shares Beneficially Owned By Each Reporting Person With		: 7 : : :	Sole voting power None (Item 5)
		: 8 : : :	Shared voting power None
		: 9 : : :	Sole dispositive power None (Item 5)
		:10 : : :	Shared dispositive power None
11	Aggregate amount beneficially owned by each reporting person None (Item 5)
12	Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS)
13	Percent of class represented by amount in row (11) 0.00%
14	Type of reporting person (SEE INSTRUCTIONS) HC, CO

CUSIP No. 63934E108

1	Names of reporting persons I.R.S. identification nos. of above persons (entities only) GAMCO Investors, Inc. I.D. No. 13-4007862
	Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b)
3	Sec use only
4	Source of funds (SEE INSTRUCTIONS) None
5	Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
6	Citizenship or place of organization Delaware
Number Of Shares Beneficially Owned By Each Reporting Person With		: 7 : : :	Sole voting power None (Item 5)
		: 8 : : :	Shared voting power None
		: 9 : : :	Sole dispositive power None (Item 5)
		:10 : : :	Shared dispositive power None
11	Aggregate amount beneficially owned by each reporting person None (Item 5)
12	Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS)
13	Percent of class represented by amount in row (11) 0.00%
14	Type of reporting person (SEE INSTRUCTIONS) HC, CO

CUSIP No. 63934E108

1	Names of reporting persons I.R.S. identification nos. of above persons (entities only) Associated Capital Group, Inc. I.D. No. 47-3965991
	Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b)
3	Sec use only
4	Source of funds (SEE INSTRUCTIONS) None
5	Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
6	Citizenship or place of organization Delaware
Number Of Shares Beneficially Owned By Each Reporting Person With		: 7 : : :	Sole voting power None (Item 5)
		: 8 : : :	Shared voting power None
		: 9 : : :	Sole dispositive power None (Item 5)
		:10 : : :	Shared dispositive power None
11	Aggregate amount beneficially owned by each reporting person None (Item 5)
12	Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS)
13	Percent of class represented by amount in row (11) 0.00%
14	Type of reporting person (SEE INSTRUCTIONS) HC, CO

CUSIP No. 63934E108

1	Names of reporting persons I.R.S. identification nos. of above persons (entities only) Mario J. Gabelli
2	Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b)
3	Sec use only
4	Source of funds (SEE INSTRUCTIONS) None
5	Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
6	Citizenship or place of organization USA
Number Of Shares Beneficially Owned By Each Reporting Person With		: 7 : : :	Sole voting power None (Item 5)
		: 8 : : :	Shared voting power None
		: 9 : : :	Sole dispositive power None (Item 5)
		:10 : : :	Shared dispositive power None
11	Aggregate amount beneficially owned by each reporting person None (Item 5)
12	Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS)
13	Percent of class represented by amount in row (11) 0.00%
14	Type of reporting person (SEE INSTRUCTIONS) IN

Item 1. Security and Issuer

This Amendment No. 1 to Schedule 13D on the Common Stock of Navistar International Corporation (the “Issuer”) is being filed on behalf of the undersigned to amend the Schedule 13D, as amended (the “Schedule 13D”), which was originally filed on April 1, 2021. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meaning as set forth in the Schedule 13D.

Item 2. Identity and Background

This statement is being filed by various entities which except for LICT Corporation (“LICT) and CIBL, Inc. (“CIBL”), engage in various aspects of the securities business, primarily as investment adviser to various institutional and individual clients, including registered investment companies and pension plans, and as general partner or the equivalent of various private investment partnerships or private funds and as a registered broker-dealer. Certain of these entities may also make investments for their own accounts. Mario J. Gabelli (“Mario Gabelli”) is deemed to directly or indirectly control these entities through his ownership interest.

The foregoing persons in the aggregate often own beneficially more than 5% of a class of equity securities of a particular issuer. Although several of the foregoing persons are treated as institutional investors for purposes of reporting their beneficial ownership on the short-form Schedule 13G, the holdings of those who do not qualify as institutional investors may exceed the 1% threshold presented for filing on Schedule 13G or implementation of their investment philosophy may from time to time require action which could be viewed as not completely passive. In order to avoid any question as to whether their beneficial ownership is being reported on the proper form and in order to provide greater investment flexibility and administrative uniformity, these persons have decided to file their beneficial ownership reports on the more detailed Schedule 13D form rather than on the short-form Schedule 13G and thereby to provide more expansive disclosure than may be necessary.

(a), (b) and (c) - This statement is being filed by one or more of the following persons: GGCP, Inc. (“GGCP”), GGCP Holdings LLC (“GGCP Holdings”), GAMCO Investors, Inc. (“GBL”), Associated Capital Group, Inc. (“AC”), Gabelli Funds, LLC (“Gabelli Funds”), GAMCO Asset Management Inc. (“GAMCO”), Teton Advisors, Inc. (“Teton Advisors”), Gabelli & Company Investment Advisers, Inc. (“GCIA”), Morgan Group Holding Co., (“MGH”), G.research, LLC (“G.research”), MJG Associates, Inc. (“MJG Associates”), Gabelli Securities International (Bermuda) Limited (“GSIL”), Gabelli Foundation, Inc. (“Foundation”), Mario Gabelli, LICT and CIBL. Those of the foregoing persons signing this Schedule 13D are hereinafter referred to as the “Reporting Persons”.

GGCP makes investments for its own account and is the manager and a member of GGCP Holdings which is the controlling shareholder of GBL and AC. GBL, a public company listed on the New York Stock Exchange, is the parent company for a variety of companies engaged in the securities business, including certain of those named below. AC, a public company listed on the New York Stock Exchange, is the parent company for a variety of companies engaged in the securities business, including certain of those listed below.

GAMCO, a wholly-owned subsidiary of GBL, is an investment adviser registered under the Investment Advisers Act of 1940, as amended (“Advisers Act”). GAMCO is an investment manager providing discretionary managed account services for employee benefit plans, private investors, endowments, foundations and others.

GCIA, a wholly owned subsidiary of AC, is an investment adviser registered under the Advisers Act and serves as a general partner or investment manager to limited partnerships and offshore investment companies and other accounts. As a part of its business, GCIA may purchase or sell securities for its own account. GCIA or its relying advisers, act as a general partner or investment manager of a number of funds or partnerships, including Gabelli Associates Fund, L.P., Gabelli Associates Fund II, L.P., Gabelli Associates Limited, Gabelli Associates Limited II E, ALCE Partners, L.P., Gabelli Capital Structure Arbitrage Fund LP, Gabelli Capital Structure Arbitrage Fund Limited, Gabelli Intermediate Credit Fund L.P., GAMA Select Plus Master Fund, Ltd., GAMCO Medical Opportunities L.P., and Gabelli Multimedia Partners, L.P.

G.research is a wholly owned subsidiary of MGH. MGH in turn is controlled by GGCP through an 69% ownership interest. G.research, is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (“1934 Act”), which as a part of its business regularly purchases and sells securities for its own account.

Gabelli Funds, a wholly owned subsidiary of GBL, is a limited liability company. Gabelli Funds is an investment adviser registered under the Advisers Act which provides advisory services for The Gabelli Equity Trust Inc., The Gabelli Asset Fund, The Gabelli Growth Fund, The Gabelli Convertible and Income Securities Fund Inc., The Gabelli Value 25 Fund Inc., The Gabelli Small Cap Growth Fund, The Gabelli Equity Income Fund, The Gabelli ABC Fund, The Gabelli Global Content & Connectivity Fund, The Gabelli Gold Fund, Inc., The Gabelli Multimedia Trust Inc., The Gabelli Global Rising Income & Dividend Fund, The Gabelli Capital Asset Fund, The Gabelli International Growth Fund, Inc., The Gabelli Global Growth Fund, The Gabelli Utility Trust, The Gabelli Utilities Fund, The Gabelli Dividend Growth Fund, The Gabelli Focus Five Fund, The Comstock Capital Value Fund, The Gabelli Dividend and Income Trust, The Gabelli Global Utility & Income Trust, The GAMCO Global Gold, Natural Resources, & Income Trust, The GAMCO Natural Resources Gold & Income Trust, The GDL Fund, Gabelli Enterprise Mergers & Acquisitions Fund, The Gabelli ESG Fund, Inc., The Gabelli International Small Cap Fund, The Gabelli Healthcare & Wellness ^Rx Trust, The Gabelli Global Small and Mid Cap Value Trust, Gabelli Value Plus+ Trust, Gabelli Merger Plus+ Trust Plc, The Gabelli Global Financial Services Fund, The Gabelli Global Mini Mites Fund, The Gabelli Go Anywhere Trust, The Gabelli Media Mogul Fund, The Gabelli Pet Parents’ Fund, The Gabelli U.S. Treasury Money Market Fund, Bancroft Fund Ltd. and Ellsworth Growth & Income Fund Ltd. (collectively, the “Funds”), which are registered investment companies. Gabelli Funds is also the investment adviser to The GAMCO International SICAV (sub-funds GAMCO Merger Arbitrage and GAMCO All Cap Value), a UCITS III vehicle.

Teton Advisors, an investment adviser registered under the Advisers Act, provides discretionary advisory services to The TETON Westwood Mighty Mites^sm Fund, The TETON Westwood Income Fund, The TETON Westwood SmallCap Equity Fund, TETON Westwood Intermediate Bond Fund, and The TETON Westwood Mid-Cap Equity Fund.

MJG Associates provides advisory services to private investment partnerships and offshore funds. Mario Gabelli is the sole shareholder, director and employee of MJG Associates. MJG Associates is the Investment Manager of Gabelli International Limited and Gabelli Fund, LDC. Mario J. Gabelli is the general partner of Gabelli Performance Partnership, LP.

The Foundation is a private foundation. Mario Gabelli is the Chairman, a Trustee and the Investment Manager of the Foundation. Elisa M. Wilson is the President of the Foundation.

LICT is a holding company with operating subsidiaries engaged primarily in the rural telephone industry. LICT actively pursues new business ventures and acquisitions. LICT makes investments in marketable securities to preserve capital and maintain liquidity for financing their business activities and acquisitions and are not engaged in the business of investing, or trading in securities. Mario J. Gabelli is the Chief Executive Officer, a director, and substantial shareholder of LICT.

CIBL is a holding company with interests in telecommunications operations, primarily in the rural telephone industry. CIBL actively pursues new business ventures and acquisitions. CIBL makes investments in marketable securities to preserve capital and maintain liquidity for financing their business activities and acquisitions and are not engaged in the business of investing, or trading in securities. Mario J. Gabelli is a director, and substantial shareholder of CIBL.

Mario Gabelli is the controlling stockholder, Chief Executive Officer and a director of GGCP and Chairman and Chief Executive Officer of GBL. He is the Executive Chairman of AC. Mario Gabelli is also a member of GGCP Holdings. Mario Gabelli is the controlling shareholder of Teton.

The Reporting Persons do not admit that they constitute a group.

GAMCO is a New York corporation and GBL, MGH and Teton Advisors are Delaware corporations, each having its principal business office at One Corporate Center, Rye, New York 10580. GGCP is a Wyoming corporation and AC and GCIA are Delaware corporations each having its principal business office 191 Mason Street, Greenwich, CT 06830. GGCP Holdings is a Delaware limited liability corporation having its principal business office at 191 Mason Street, Greenwich, CT 06830. G.research is a Delaware limited liability company having its principal officers at One Corporate Center, Rye, New York 10580. Gabelli Funds is a New York limited liability company having its principal business office at One Corporate Center, Rye, New York 10580. MJG Associates is a Connecticut corporation having its principal business office at 191 Mason Street, Greenwich, CT 06830. The Foundation is a Nevada corporation having its principal offices at 165 West Liberty Street, Reno, Nevada 89501. LICT is a Delaware corporation having its principal place of business as 401 Theodore Fremd Avenue, Rye, New York 10580. CIBL, Inc. is a Delaware corporation having its principal place of business as 165 West Liberty Street, Suite 220, Reno, NV 89501.

For information required by instruction C to Schedule 13D with respect to the executive officers and directors of the foregoing entities and other related persons (collectively, “Covered Persons”), reference is made to Schedule I annexed hereto and incorporated herein by reference.

(d) – Not applicable.

(e) – Not applicable.

(f) – Reference is made to Schedule I hereto.

Item 5. Interest In Securities Of The Issuer

Item 5 to Schedule 13D is amended, in pertinent part, as follows:

(a) As a result of the completion of the merger of the Issuer with Traton Group, the Reporting Persons no longer have beneficial ownership of any of the Issuer’s shares.

(b) Information with respect to all transactions in the Securities which were effected during the past sixty days or since the most recent filing on Schedule 13D, whichever is less, by each of the Reporting Persons and Covered Persons is set forth on Schedule II annexed hereto and incorporated herein by reference.

(e) The Reporting Persons ceased to be beneficial owners of 5% or more of the Issuer’s common stock on July 1, 2021.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 2, 2021

GGCP, INC.

MARIO J. GABELLI

MJG ASSOCIATES, INC.

By:/s/ David Goldman

David Goldman

Attorney-in-Fact

TETON ADVISORS, INC.

GABELLI FUNDS, LLC

By:/s/ David Goldman

David Goldman

General Counsel – Gabelli Funds, LLC

Counsel-Teton Advisors, Inc.

GAMCO INVESTORS, INC.

By:/s/ Kevin Handwerker

Kevin Handwerker

General Counsel & Secretary – GAMCO Investors, Inc.

ASSOCIATED CAPITAL GROUP, INC.

GAMCO ASSET MANAGEMENT INC.

GABELLI & COMPANY INVESTMENT ADVISERS, INC.

By:/s/ Douglas R. Jamieson

Douglas R. Jamieson

President & Chief Executive Officer – Associated Capital

Group, Inc.

President – GAMCO Asset Management Inc.

President – Gabelli & Company Investment Advisers, Inc.

SCHEDULE I

Information with Respect to Executive

Officers and Directors of the Undersigned

Schedule I to Schedule 13D is amended, in pertinent part, as follows:

The following sets forth as to each of the executive officers and directors of the undersigned: his name; his business address; his present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. Unless otherwise specified, the principal employer of each such individual is GAMCO Asset Management Inc., Gabelli Funds, LLC, Gabelli & Company Investment Advisers, Inc., G.research, LLC, Teton Advisors, Inc., Associated Capital Group, Inc. or GAMCO Investors, Inc., the business address of each of which is One Corporate Center, Rye, New York 10580, and each such individual identified below is a citizen of the United States. To the knowledge of the undersigned, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws except as reported in Item 2(d) and (e) of this Schedule 13D.

GAMCO Investors, Inc. Directors:
Edwin L. Artzt Raymond C. Avansino Leslie B. Daniels		Former Chairman and Chief Executive Officer Procter & Gamble Company 900 Adams Crossing Cincinnati, OH 45202 Chairman & Chief Executive Officer E.L. Wiegand Foundation 165 West Liberty Street Reno, NV 89501 Operating Partner AE Industrial Partners, LP 2500 N. Military Trail, Suite 470 Boca Raton, FL 33431
Mario J. Gabelli Elisa M. Wilson		Chief Executive Officer and Chief Investment Officer of GGCP, Inc. Chairman & Chief Executive Officer of GAMCO Investors, Inc. Executive Chairman of Associated Capital Group, Inc. Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC. Director c/o GAMCO Investors, Inc. One Corporate Center Rye, NY 10580

Eugene R. McGrath		Former Chairman and Chief Executive Officer Consolidated Edison, Inc. 4 Irving Place New York, NY 10003
Robert S. Prather		President & Chief Executive Officer Heartland Media, LLC 1843 West Wesley Road Atlanta, GA 30327
Officers:
Mario J. Gabelli		Chairman and Chief Executive Officer
Henry G. Van der Eb Bruce N. Alpert Peter D. Goldstein Kieran Caterina		Senior Vice President Senior Vice President General Counsel Chief Accounting Officer


GAMCO Asset Management Inc. Directors:
Douglas R. Jamieson Regina M. Pitaro Paul Swirbul Christopher Desmarais
Officers:
Mario J. Gabelli		Chief Executive Officer and Chief Investment Officer – Value Portfolios
Douglas R. Jamieson David Goldman		President, Chief Operating Officer and Managing Director General Counsel, Secretary & Chief Compliance Officer
Gabelli Funds, LLC Officers:
Mario J. Gabelli		Chief Investment Officer – Value Portfolios
Bruce N. Alpert		Executive Vice President and Chief Operating Officer
David Goldman		Vice President, Corporate Development and General Counsel
Richard Walz		Chief Compliance Officer
Kieran Caterina		Chief Accounting Officer
John Ball		Senior Vice President, Fund Administration

Gabelli Foundation, Inc. Officers:
Mario J. Gabelli	Chairman, Trustee & Chief Investment Officer
Elisa M. Wilson Marc Gabelli Matthew R. Gabelli Michael Gabelli	President Trustee Trustee Trustee

GGCP, Inc. Directors:
Mario J. Gabelli	Chief Executive Officer and Chief Investment Officer of GGCP, Inc. Chairman & Chief Executive Officer of GAMCO Investors, Inc. Executive Chairman of Associated Capital Group, Inc. Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC.
Marc Gabelli	President – GGCP, Inc.
Matthew R. Gabelli	Vice President – Trading G.research, LLC One Corporate Center Rye, NY 10580
Michael Gabelli	President & COO Gabelli & Partners, LLC One Corporate Center Rye, NY 10580
Frederic V. Salerno	Chairman Former Vice Chairman and Chief Financial Officer Verizon Communications
Vincent S. Tese	Executive Chairman – FCB Financial Corp
Elisa M. Wilson	Director

Officers:
Mario J. Gabelli	Chief Executive Officer and Chief Investment Officer
Marc Gabelli	President

GGCP Holdings LLC Members: GGCP, Inc. Mario J. Gabelli	Manager and Member Member

Teton Advisors, Inc. Directors:
Marc Gabelli Vincent J. Amabile Stephen G. Bondi, CPA Aaron J. Feingold, M.D. Nicholas F. Galluccio Kevin M. Keeley John M. Tesoro, CPA	Executive Chairman Founder- Amabile Partners Chief Financial Officer – Mittleman Brothers, LLC President and Founder – Raritan Bay Cardiology Group Chief Executive Officer and President President & Executive Chairman – Keeley Teton Advisors, LLC Retired Partner – KPMG LLP
Officers:
Nicholas F. Galluccio Patrick B. Huvane, CPA, CFA Deanna B. Marotz	See above Chief Financial Officer Chief Compliance Officer

Associated Capital Group, Inc. Directors:
Mario J. Gabelli	Chief Executive Officer and Chief Investment Officer of GGCP, Inc. Chairman & Chief Executive Officer of GAMCO Investors, Inc. Executive Chairman of Associated Capital Group, Inc. Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC.
Marc Gabelli	President – GGCP, Inc.
Douglas R. Jamieson	President and Chief Executive Officer
Bruce Lisman	Former Chairman - JP Morgan – Global Equity Division
Daniel R. Lee	Chief Executive Officer Full House Resorts, Inc. 4670 South Ford Apache Road, Suite 190 Las Vegas, NV 89147
Salvatore F. Sodano	Vice Chairman – Retired Broadridge Financial Solutions
Frederic V. Salerno	See above
Elisa M. Wilson	Director
Officers:
Mario J. Gabelli Douglas R. Jamieson Timothy H. Schott Kenneth D. Masiello Peter D. Goldstein David Goldman	Executive Chairman President and Chief Executive Officer Executive Vice President and Chief Financial Officer Chief Accounting Officer Chief Legal Officer General Counsel

Gabelli & Company Investment Advisers, Inc.
Directors:
Douglas R. Jamieson

Officers:
Douglas R. Jamieson John Givissis	Chief Executive Officer and President Controller
G.research, LLC
Officers:
Cornelius V. McGinity	Office of the Chairman
Vincent Amabile	President
Bruce N. Alpert Bernard Frize Joseph Fernandez	Vice President Chief Compliance Officer Controller and Financial and Operations Principal

SCHEDULE II

INFORMATION WITH RESPECT TO

TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR

SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1)

SHARES PURCHASED AVERAGE

DATE SOLD(-) PRICE(2)

COMMON STOCK-NAVISTAR INTERNATIONAL CORP.

ASSOCIATED CAPITAL GROUP, INC.
	7/1/2021	-9,950	44.5000
	6/30/2021	1,600	44.4900
	6/15/2021	-700	44.4588
	6/4/2021	-1,000	44.4023
	5/28/2021	400	44.2448
	5/27/2021	200	44.2482
	5/13/2021	100	44.1894
	5/4/2021	100	44.1649
	5/3/2021	300	44.1814

GABELLI FUNDS, LLC
GABELLI ABC FUND
	7/1/2021	-600,000	44.5000
	6/30/2021	165,000	44.5000
	5/26/2021	32,042	44.2600
	5/25/2021	10,490	44.2600
	5/24/2021	62,468	44.2600
GABELLI ALL CAP VALUE
	7/1/2021	-4,200	44.5000
GABELLI MERGER ARBITRAGE FUND
	7/1/2021	-102,590	44.5000
	6/29/2021	7,846	44.4102
	6/25/2021	-30,058	44.4751
	6/22/2021	-68,756	44.4524
	6/17/2021	-51,961	44.4694
	6/15/2021	-13,626	44.4588
	6/4/2021	-6,900	44.4023
	6/2/2021	-11,430	44.3643
	6/1/2021	-10,000	44.3503
	5/28/2021	12,620	44.2448
	5/27/2021	7,132	44.2482
	5/20/2021	9,300	44.2448
	5/13/2021	1,022	44.1894
	5/4/2021	4,306	44.1649
	5/3/2021	12,200	44.1814
GABELLI CAPITAL ASSET FUND
	7/1/2021	-22,000	44.5000
	6/25/2021	-3,000	44.4700
GABELLI ENTERPRISE M&A FUND
	7/1/2021	-60,000	44.5000
	5/12/2021	11,000	44.2200
GABELLI ASSET FUND
	7/1/2021	-60,000	44.5000
	6/29/2021	-17,000	44.4800
	6/29/2021	-10,000	44.4815
	6/24/2021	-11,198	44.4674
	6/24/2021	-802	44.5000
	6/23/2021	-6,000	44.4555
	6/21/2021	-2,000	44.4525
	5/28/2021	-10,000	44.2400
	5/27/2021	-8,000	44.2506
	5/24/2021	-5,000	44.2900
	5/21/2021	-4,000	44.2801
	5/20/2021	-4,000	44.2700
GABELLI CONVERTIBLE & INCOME SECURITIES FUND
	7/1/2021	-10,000	44.5000
THE GDL FUND
	7/1/2021	-175,085	44.5000
	5/20/2021	2,000	44.2300
GABELLI DIVIDEND & INCOME TRUST
	7/1/2021	-152,000	44.5000
GABELLI EQUITY TRUST
	7/1/2021	-80,000	44.5000
	6/11/2021	-10,000	44.4300
	6/10/2021	-6,000	44.3663
	6/9/2021	-4,000	44.3911
GABELLI GO ANYWHERE TRUST
	7/1/2021	-40,000	44.5000
	5/10/2021	5,000	44.2400
	5/3/2021	5,000	44.2100
GABELLI SMALL & MID CAP VALUE TRUST
	7/1/2021	-84,000	44.5000
	5/24/2021	4,000	44.2600
	5/12/2021	10,000	44.2298
GABELLI SMALL CAP GROWTH FUND
	6/18/2021	-10,000	44.4700
	6/11/2021	-8,000	44.4300
GABELLI UTILITY TRUST
	7/1/2021	-25,000	44.5000
GABELLI VALUE 25 FUND
	7/1/2021	-98,000	44.5000
	6/9/2021	-363	44.3800
	5/21/2021	6,000	44.2600
	5/20/2021	2,363	44.2300
GABELLI VALUE PLUS+ TRUST
	7/1/2021	-240,000	44.5000
	6/3/2021	10,000	44.3400
	5/28/2021	10,000	44.2586
	5/19/2021	9,864	44.2500
	5/18/2021	136	44.2500
GABELLI GLOBAL UTILITY & INCOME TRUST
	7/1/2021	-38,000	44.5000
	5/28/2021	8,000	44.2700
	5/10/2021	30,000	44.2800

MARIO J. GABELLI
	7/1/2021	-20,000	44.5000
	7/1/2021	-9,000	44.5000
	6/7/2021	8,000	44.3300
	5/26/2021	4,000	44.2650
	5/24/2021	8,000	44.2800
	5/11/2021	5,000	44.2000
	5/10/2021	2,000	44.2200

TETON ADVISORS, INC.
	7/1/2021	-5,000	44.5000

GGCP, INC.
	7/1/2021	-22,960	44.5000
	6/11/2021	7,960	44.3900

GABELLI & COMPANY INVESTMENT ADVISERS, INC.
	7/1/2021	-5,100	44.5000
GABELLI ASSOCIATES FUND
	7/1/2021	-90,837	44.5000
	6/30/2021	14,300	44.4900
	6/15/2021	-5,300	44.4588
	6/4/2021	-9,400	44.4023
	5/28/2021	3,800	44.2448
	5/27/2021	1,300	44.2482
	5/20/2021	100	44.2448
	5/13/2021	800	44.1894
	5/4/2021	1,500	44.1649
	5/3/2021	2,500	44.1814
GABELLI ASSOCIATES FUND II
	7/1/2021	-30,700	44.5000
	6/30/2021	5,300	44.4900
	6/15/2021	-1,800	44.4588
	6/4/2021	-3,100	44.4023
	5/28/2021	1,300	44.2448
	5/27/2021	400	44.2482
	5/13/2021	300	44.1894
	5/4/2021	400	44.1649
	5/3/2021	1,000	44.1814
GABELLI ASSOCIATES LIMITED
	7/1/2021	-121,141	44.5000
	6/30/2021	19,065	44.4900
	6/15/2021	-7,100	44.4588
	6/4/2021	-11,111	44.4023
	5/28/2021	7,300	44.2448
	5/27/2021	1,700	44.2482
	5/13/2021	1,100	44.1894
	5/4/2021	2,100	44.1649
	5/3/2021	4,030	44.1814

GABELLI ASSOCIATES LIMITED II E
	7/1/2021	-48,000	44.5000
	6/30/2021	7,500	44.4900
	6/15/2021	-2,800	44.4588
	6/4/2021	-4,900	44.4023
	5/28/2021	2,000	44.2448
	5/27/2021	700	44.2482
	5/13/2021	500	44.1894
	5/4/2021	700	44.1649
	5/3/2021	1,100	44.1814

MJG ASSOCIATES, INC.
	7/1/2021	-91,421	44.5000
GABELLI FUND
	6/15/2021	-6,000	44.4500
	5/10/2021	6,000	44.2600
GABELLI INTERNATIONAL LIMITED
	7/1/2021	-5,000	44.5000
	6/29/2021	-5,000	44.4800

GAMCO ASSET MANAGEMENT INC.
	7/1/2021	-1,960,631	44.5000
	7/1/2021	-995,000	44.5000
	6/30/2021	2,235	44.4900
	6/30/2021	-4,300	*DO
	6/29/2021	-8,000	44.4688
	6/25/2021	-2,000	44.4800
	6/25/2021	-439	44.4900
	6/24/2021	-1,900	44.4600
	6/24/2021	-600	44.4610
	6/24/2021	-6,300	44.4706
	6/23/2021	-6,229	44.4802
	6/23/2021	-115	*DO
	6/22/2021	-11,244	44.4524
	6/22/2021	-3,600	44.4592
	6/22/2021	-21	44.4495
	6/22/2021	-6	44.4500
	6/21/2021	-2,900	44.4500
	6/21/2021	-20,151	44.4555
	6/21/2021	-83	*DO
	6/21/2021	-166	*DO
	6/21/2021	-83	*DO
	6/18/2021	-300	44.4800
	6/17/2021	-18,800	44.4531
	6/17/2021	-500	44.4600
	6/17/2021	-8,543	44.4694
	6/17/2021	61	44.4550
	6/17/2021	-16	*DO
	6/17/2021	-16	*DO
	6/16/2021	-1,900	44.4508
	6/16/2021	-300	44.4533
	6/16/2021	-6,000	44.4540
	6/15/2021	-3,674	44.4588
	6/15/2021	-600	*DO
	6/15/2021	46	44.4600
	6/14/2021	-600	*DO
	6/11/2021	-400	44.3900
	6/10/2021	-3,450	44.3700
	6/10/2021	2,000	44.3600
	6/9/2021	-500	44.3800
	6/9/2021	-1,000	44.4010
	6/9/2021	1,000	44.3900
	6/9/2021	-500	*DO
	6/9/2021	57	44.3991
	6/9/2021	-1,280	44.3800
	6/8/2021	-100	44.3700
	6/8/2021	-100	44.3770
	6/8/2021	-1,400	44.3800
	6/8/2021	-28	*DO
	6/8/2021	-23,720	44.3752
	6/7/2021	-2,000	44.3655
	6/7/2021	919	44.3200
	6/7/2021	10,000	44.3400
	6/7/2021	27	44.3581
	6/7/2021	18	44.3589
	6/4/2021	-250	44.3940
	6/4/2021	-2,755	44.4023
	6/4/2021	-12,000	44.3901
	6/3/2021	300	44.3000
	6/3/2021	1,700	44.3394
	6/3/2021	-700	*DO
	6/3/2021	-800	*DO
	6/2/2021	-400	44.3500
	6/2/2021	-3,570	44.3643
	6/2/2021	800	44.3400
	6/2/2021	-8,000	44.3405
	5/28/2021	2,580	44.2448
	5/28/2021	21,000	44.2640
	5/28/2021	-38	*DO
	5/27/2021	819	44.2482
	5/27/2021	2,500	44.2500
	5/27/2021	1,600	44.2600
	5/26/2021	-700	44.2600
	5/26/2021	4,000	44.2300
	5/26/2021	500	44.2370
	5/26/2021	4,000	44.2593
	5/25/2021	-500	44.2700
	5/25/2021	2,100	44.2700
	5/25/2021	-12	*DO
	5/25/2021	-19	*DO
	5/24/2021	-5,700	44.2741
	5/24/2021	1,566	44.2600
	5/24/2021	1,500	44.2893
	5/21/2021	-9,880	44.2695
	5/21/2021	-1,400	44.3000
	5/21/2021	434	44.2600
	5/21/2021	1,100	44.2616
	5/21/2021	1,400	44.2998
	5/21/2021	-1,400	44.3000
	5/21/2021	-912	44.2700
	5/20/2021	600	44.2448
	5/20/2021	2,000	44.2500
	5/20/2021	2,500	44.2600
	5/20/2021	18	44.2500
	5/20/2021	-500	*DO
	5/20/2021	-6,088	44.2402
	5/19/2021	3,797	44.2500
	5/18/2021	-500	44.2800
	5/18/2021	4,203	44.2500
	5/17/2021	-700	44.2700
	5/17/2021	-500	44.2850
	5/17/2021	510	44.2300
	5/17/2021	2,200	44.2477
	5/14/2021	-1,500	44.2700
	5/13/2021	82	44.1894
	5/13/2021	7,000	44.2441
	5/13/2021	4,000	44.2500
	5/12/2021	-900	44.2500
	5/12/2021	7,900	44.1800
	5/12/2021	10,500	44.2205
	5/12/2021	4,000	44.2300
	5/11/2021	-1,500	44.2503
	5/11/2021	100	44.1800
	5/10/2021	1,000	44.2600
	5/7/2021	-300	44.2200
	5/7/2021	-8,500	44.2965
	5/7/2021	3,600	44.2004
	5/7/2021	-200	*DO
	5/6/2021	-3,000	44.1972
	5/6/2021	-1,500	44.2000
	5/6/2021	-700	44.2150
	5/6/2021	300	44.1763
	5/5/2021	-2,000	44.2050
	5/5/2021	-300	44.2233
	5/5/2021	2,000	44.1800
	5/5/2021	1,100	44.2200
	5/4/2021	894	44.1649
	5/3/2021	-14,000	44.2066
	5/3/2021	-4,350	44.2172
	5/3/2021	1,340	44.1814
	5/3/2021	7,000	44.1971

GABELLI FOUNDATION, INC.
	7/1/2021	-25,000	44.5000
	5/26/2021	10,000	44.2650

(1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED

ON THE NYSE.

(2) PRICE EXCLUDES COMMISSION.

(3) THE TRANSACTIONS ON 7/1/2021 ARE A RESULT OF THE COMPLETION OF THE

MERGER OF THE ISSUER WITH TRATON GROUP.

(*) RESULTS IN CHANGE OF DISPOSITIVE POWER AND BENEFICIAL OWNERSHIP.

SEC Form SC 13D/A filed by Navistar International Corporation (Amendment)