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: REMONDI JOHN F (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-30	Common Stock	A	927350.9696	—	Acquired	927350.9696	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-30	Stock Option (Right to Buy)	$11.096	A	2000000	Acquired	2018-01-08	Common Stock (2000000)	Direct
2014-04-30	Stock Option (Right to Buy)	$6.523	A	1000000	Acquired	2019-01-08	Common Stock (1000000)	Direct
2014-04-30	Stock Option (Right to Buy)	$9.3771	A	80000	Acquired	2021-01-27	Common Stock (80000)	Direct
2014-04-30	Stock Option (Right to Buy)	$10.2558	A	173210	Acquired	2017-02-03	Common Stock (173210)	Direct
2014-04-30	Stock Option (Right to Buy)	$11.4873	A	256107	Acquired	2018-02-07	Common Stock (256107)	Direct
2014-05-01	Stock Option (Right to Buy)	$17.00	A	509461	Acquired	2019-05-01	Common Stock (509461)	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 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.

F3: 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).

F4: 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).

F5: 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.