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: HYNES TIMOTHY J IV (Chief Risk Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-30	Common Stock	A	67579.7882	—	Acquired	67579.7882	Direct
2014-05-01	Common Stock	A	5882	—	Acquired	73461.7882	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-30	Stock Option (Right to Buy)	$13.931	A	100000	Acquired	2018-05-13	Common Stock (100000)	Direct
2014-04-30	Stock Option (Right to Buy)	$6.6127	A	50000	Acquired	2010-01-28	Common Stock (50000)	Direct
2014-04-30	Stock Option (Right to Buy)	$9.3771	A	40000	Acquired	2021-01-27	Common Stock (40000)	Direct
2014-04-30	Stock Option (Right to Buy)	$11.4873	A	42572	Acquired	2018-02-07	Common Stock (42572)	Direct
2014-05-01	Stock Option (Right to Buy)	$17.00	A	87336	Acquired	2019-05-01	Common Stock (87336)	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: 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.

F3: 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.

F4: 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 $19.5034 per share for five days or on May 13, 2016.

F5: 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).

F6: 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.