NAVIENT CORP — Director's Dealing 2014

May 5, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2014-04-30

Reporting Person: KANE JOHN M (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-30	Common Stock	A	103532.982	—	Acquired	103532.982	Direct
2014-04-30	Common Stock	A	5475.9864	—	Acquired	5475.9864	Indirect
2014-04-30	Common Stock	A	965.319	—	Acquired	965.319	Indirect
2014-05-01	Common Stock	A	17647	—	Acquired	121179.982	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-30	Stock Option (Right to Buy)	$14.0336	A	100000	Acquired	2018-05-12	Common Stock (100000)	Direct
2014-04-30	Stock Option (Right to Buy)	$9.3771	A	13333	Acquired	2021-01-27	Common Stock (13333)	Direct
2014-04-30	Stock Option (Right to Buy)	$10.2558	A	40909	Acquired	2017-02-03	Common Stock (40909)	Direct
2014-04-30	Stock Option (Right to Buy)	$11.4873	A	54579	Acquired	2018-02-07	Common Stock (54579)	Direct
2014-05-01	Stock Option (Right to Buy)	$17.00	A	145560	Acquired	2019-05-01	Common Stock (145560)	Direct

Footnotes

F1: Reflects common stock of Navient Corporation (Navient) acquired by the reporting person as a result of the spin-off of Navient by SLM Corporation (SLM) on April 30, 2014 (the "Spin-Off").

F2: Reflects share equivalents of Navient common stock under the Navient 401(k) Plan as a result of the Spin-Off.

F3: Reflects share equivalents of Navient common stock under the Navient Supplemental Thrift & Savings Plan as a result of the Spin-Off.

F4: Grant of restricted stock units (RSUs) under the Navient Corporation 2014 Omnibus Incentive Plan, which is classified as "Common Stock," as permitted, since the RSUs will be settled solely by delivery of shares of Navient common stock. These RSUs vest in one-third increments on the first, second and third anniversary of the grant date.

F5: Reflects derivative securities acquired by the reporting person in connection with the Spin-Off. The share amounts, exercise prices and other material terms (as applicable) of the foregoing Navient derivative securities were determined in a manner such that, taken together with adjusted equity awards issued by SLM, the value of all awards of (a) SLM derivative securities held by the reporting person immediately prior to the Spin-Off is equal to (b) the aggregate value of all SLM and Navient equity awards held by the reporting person immediately following the Spin-Off.

F6: Fifty percent of these stock options are exercisable. Fifty percent of these stock options become exercisable upon Navient's common stock price reaching a closing price equal to or greater than $19.6470 per share for five days or on May 12, 2016.

F7: Two-thirds of these options are exercisable. One-third of these options will become exercisable on the third anniversary of the grant date (February 3, 2015).

F8: One-third of these options are exercisable. One-third of these options will become exercisable on the second anniversary of the grant date (February 7, 2015). One-third of these options will become exercisable on the third anniversary
of the grant date (February 7, 2016).

F9: Grant of net-settled stock options under the Navient Corporation 2014 Omnibus Incentive Plan. These options vest in one-third increments on the first, second and third anniversary of the grant date.