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: CHIVAVIBUL SOMSAK (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-30	Common Stock	A	113466.0156	—	Acquired	113466.0156	Direct
2014-04-30	Common Stock	A	17764.4509	—	Acquired	17764.4509	Indirect
2014-04-30	Common Stock	A	2538	—	Acquired	2538	Indirect
2014-05-01	Common Stock	A	11764	—	Acquired	125230.0156	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
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)	$10.2558	A	37636	Acquired	2017-02-03	Common Stock (37636)	Direct
2014-04-30	Stock Option (Right to Buy)	$11.4873	A	43663	Acquired	2018-02-07	Common Stock (43663)	Direct
2014-05-01	Stock Option (Right to Buy)	$17.00	A	109170	Acquired	2019-05-01	Common Stock (109170)	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 common stock of Navient Corporation (Navient) beneficially owned 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: 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).

F7: 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).

F8: 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.