NAVIENT CORP — Director's Dealing 2015

Mar 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2015-03-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-03	Common Stock	F	49233	$20.05	Disposed	994444.7021	Direct

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 99,626 RSUs representing the right to receive shares of Navient common stock in the future, which were to vest fully on the second business day after the Company's annual report on Form 10-K for the fiscal year 2014 is filed, and in no event later than March 15, 2015. On March 3, 2015, 99,626 shares of such RSUs were settled and an additional 2,388.4950 shares were issued to Mr. Remondi upon the vesting of the related dividend equivalent rights. In connection with this settlement, 49,233 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Remondi's tax withholding obligations.