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: KANE JOHN M (EVP & Group President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-07-31	Common Stock	M	508	$14.739	Acquired	158637.4626	Direct
2015-07-31	Common Stock	F	15	$15.70	Disposed	158622.4626	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6155.9656	Indirect
Common Stock	1004.0645	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. Kane'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 April 30, 2015, and July 31, 2015 Mr. Kane acquired 65.2394 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.

F5: Between May 1, 2015, and August 3, 2015, Mr. Kane acquired 8.4156 share equivalents of Navient common stock under the Navient
Supplemental Thrift & Savings Plan. The information in this report is based on the reporting person's actual account balance as of August 3, 2015.