NAVIENT CORP — Director's Dealing 2014

Aug 12, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2014-08-08

Reporting Person: REMONDI JOHN F (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-08	Common Stock	F	3248	$17.28	Disposed	927925.9865	Direct

Footnotes

F1: As previously reported, in connection with the separation of Navient Corporation ("Navient") from SLM Corporation ("SLM"), Navient established the Navient Corporation 2014 Omnibus Incentive Plan and issued new Navient equity awards on April 30, 2014 to holders of outstanding SLM equity awards in order to maintain the intrinsic value of prior SLM award grants. On April 30, 2014, Mr. Remondi was granted 20,128 restricted stock units ("RSUs") representing the right to receive shares of Navient common stock in the future, which vest in one-third third increments on August 8, 2014, 2015 and 2016. On August 8, 2014, 6,709 shares of such RSUs were settled and an additional 177 shares were issued to Mr. Remondi upon the vesting of the related dividend equivalent rights, of which 3,248 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Remondi's tax withholding obligations.

F2: Dividend equivalent rights issued on RSUs are included in Mr. Remondi's common stock holding balance.