NAVIENT CORP — Director's Dealing 2015

Jun 4, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2015-06-01

Reporting Person: WHORLEY JOHN F JR (EVP, Servicing Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-01	Common Stock	A	15511	—	Acquired	15511	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-06-01	Stock Option (Right to Buy)	$19.34	A	152284	Acquired	2020-06-01	Common Stock (152284)	Direct

Footnotes

F1: Grant of restricted stock units ("RSUs") under the Navient Corporation 2014 Omnibus Incentive Plan, which is classified as a grant of "Common Stock," as permitted, because the RSUs will be settled solely by delivery of shares of Navient common stock. These RSUs vest in one-third increments on each of the first, second and third anniversary of the grant date.

F2: Grant of net-settled stock options under the Navient Corporation 2014 Omnibus Incentive Plan. These options vest in one-third increments on each of the first, second and third anniversary of the grant date.