NAVIENT CORP — Director's Dealing 2014

Nov 20, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2014-11-19

Reporting Person: KANE JOHN M (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-19	Common Stock	M	100000	—	Acquired	222574.6177	Direct
2014-11-19	Common Stock	M	27273	—	Acquired	249847.6177	Direct
2014-11-19	Common Stock	F	83288	$20.63	Disposed	166559.6177	Direct
2014-11-19	Common Stock	F	20218	$20.63	Disposed	146341.6177	Direct
2014-11-19	Common Stock	S	23767	$20.6669	Disposed	122574.6177	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-19	Stock Option (Right to Buy)	$14.0336	M	100000	Disposed	2018-05-12	Common Stock (100000)	Direct
2014-11-19	Stock Option (Right to Buy)	$10.2558	M	27273	Disposed	2017-02-03	Common Stock (27273)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5567.1656	Indirect
Common Stock	981.3926	Indirect

Footnotes

F1: Dividend equivalent rights issued on RSUs are included in Mr. Kane's common stock holding balance.

F2: Represents the weighted average price per share of stock sold by Mr. Kane between $20.60 and $20.71. The reporting person undertakes to provide to Navient Corporation, any security holder of Navient Corporation or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

F3: Between April 30, 2014, and November 19, 2014, Mr. Kane acquired 91.1792 share equivalents of Navient common stock under the Navient 401(k) Plan. The information in this report is based on the individual's actual account balance as of November 19, 2014.

F4: Between April 30, 2014 and November 19, 2014, Mr. Kane acquired 16.0736 share equivalents of Navient common stock under the Navient Supplemental Thrift & Savings Plan. The information in this report is based on the individual's actual account balance as of November 19, 2014.

F5: Two-thirds of the total options granted to Mr. Kane were exercisable as of November 19, 2014. The remaining one-third of these options will become exercisable on the third anniversary of the grant date (February 3, 2015).