NAVIENT CORP — Director's Dealing 2015

Aug 11, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2015-08-08

Reporting Person: REMONDI JOHN F (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-08	Common Stock	F	3431	$15.61	Disposed	1017499.3834	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	250	Indirect

Footnotes

F1: As previously reported, in connection with the separation of Navient Corporation (the "Company") from Sallie Mae ("SLM"), the
Company established the Navient Corporation 2014 Omnibus Incentive Plan and issued new Navient equity awards to holders of outstanding SLM equity awards in order to maintain the intrinsic value of prior SLM award grants. On April 30, 2014, Mr. Remondi was granted 20,128 restricted stock units ("RSUs") representing the right to receive shares of Navient common stock in the future, which vest in one-third increments on August 8, 2014, 2015 and 2016. On August 8, 2015, 6,710 shares of such RSUs were settled and an additional 396 shares were issued to Mr. Remondi upon the vesting of the related dividend equivalent rights. In connection with this settlement, 3,431 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Remondi's tax withholding obligations.