NAVIENT CORP — Director's Dealing 2015

Aug 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2015-07-31

Reporting Person: HELEEN MARK L (EVP & Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-07-31	Common Stock	M	490	$14.739	Acquired	34250.2259	Direct
2015-07-31	Common Stock	F	10	$15.70	Disposed	34240.2259	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1946.749	Indirect

Footnotes

F1: Shares acquired by the Reporting Person pursuant to the Navient Corporation Employee Stock Purchase Plan, in transaction exempt pursuant to Rule 16b-3(c) and Rule 16b-3(d).

F2: Dividend equivalent rights issued on restricted stock units and performance stock units are included in Mr. Heleen's common stock holding balance.

F3: Shares withheld by the Issuer in respect of tax obligations arising out of the acquisition of the shares reported above, in transaction exempt pursuant to Section 16b-3(e).

F4: Between June 10, 2015, and July 31, 2015 Mr. Heleen acquired 21.0057 share equivalents of Navient common stock under the
Navient 401(k) Savings Plan. The information in this report is based on the reporting person's actual account balance as of July 31, 2015.