NAVIENT CORP — Director's Dealing 2014

May 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2014-05-22

Reporting Person: THOMPSON JANE J. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-22	Common Stock	A	6261	—	Acquired	6261	Direct

Footnotes

F1: Award grant issued pursuant to the Navient Corporation 2014 Omnibus Incentive Plan (the "2014 Plan"). Pursuant to the 2014 Plan, the reporting person received a grant of 6,261 shares of fully vested and unrestricted common stock.