NAVIENT CORP — Director's Dealing 2014

May 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: SLM CORP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-30	Common Stock	J	100	—	Disposed	0	Direct
2014-04-30	Common Stock	J	422739239	—	Acquired	422739239	Direct
2014-04-30	Common Stock	J	422739239	—	Disposed	0	Direct

Footnotes

F1: In connection with the spin-off of Navient Corporation (Navient) by the reporting person (the "Spin-Off") and pursuant to the terms of the Separation and Distribution Agreement, dated April 28, 2014, by and among the reporting person, New BLC Corporation and Navient (the "Agreement"), Navient was restructured, with the reporting person surrendering all of the then-issued and outstanding shares of common stock of Navient (100 shares) in exchange for 422,739,239 shares of common stock of Navient, which equals the number of shares to be distributed by the reporting person pursuant to the terms of the Agreement.

F2: In connection with the Spin-Off and pursuant to the terms of the Agreement, on April 30, 2014, the reporting person distributed to the holders of record of common stock of the reporting person as of the record date, April 22, 2014, 422,739,239 shares of common stock of Navient, pursuant to the terms of the Agreement, which represented a dividend of one share of Navient common stock for each share of the reporting person's common stock held by such holders as of the record date.