NAVIENT CORP — Director's Dealing 2015

May 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2015-05-01

Reporting Person: KANE JOHN M (EVP & Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-01	Common Stock	F	2947	$19.74	Disposed	157305.2702	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6090.7262	Indirect
Common Stock	995.6489	Indirect

Footnotes

F1: As previously reported, on May 1, 2014, Mr. Kane was granted 17,647 restricted stock units ("RSUs") under the Navient Corporation 2014 Omnibus Incentive Plan representing the right to receive shares of Navient common stock in the future, which vest in one-third increments on May 1, 2015, May 1, 2016 and May 1, 2017. On May 1, 2015, 5,882 shares of such RSUs were settled and an additional 187 shares were issued to Mr. Kane upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,947 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Kane's tax withholding obligations.

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

F3: Between February 18, 2015, and April 30, 2015 Mr. Kane acquired 55.1895 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 April 30, 2015.

F4: Between February 3, 2015, and May 1, 2015, Mr. Kane acquired 7.6361 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 May 1, 2015.