NAVIENT CORP — Director's Dealing 2015

Feb 20, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2015-02-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-18	Common Stock	A	5080	—	Acquired	17841.305	Direct
2015-02-18	Common Stock	A	3979	—	Acquired	21820.305	Direct
2015-02-18	Common Stock	A	12702	—	Acquired	34522.305	Direct
2015-02-18	Common Stock	F	139	$21.65	Disposed	34383.305	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-18	Stock Option (Right to Buy)	$21.65	A	73660	Acquired	2020-02-18	Common Stock (73660)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1908.6647	Indirect

Footnotes

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

F2: Grant of RSUs under the Navient Corporation 2014 Omnibus Incentive Plan, which is classified as "Common Stock," as permitted, since the RSUs will be settled solely by delivery of shares of the Company's common stock. These RSUs represent a portion of the annual incentive award for 2014 and are vested at grant but subject to transfer restrictions until settlement by delivery of common stock on the first anniversary of the grant date.

F3: Grant of performance stock units ("PSUs") which is classified as "Common Stock," as permitted, since the PSUs will be settled solely by delivery of shares of Navient Corporation (the "Company") common stock upon vesting. The PSUs will vest after a three-year performance period (2015 - 2017), with potential payout ranging from 0% to 130% of the target award based on the Company's "cumulative core net income" for such performance period combined with an additional vesting modifier based on "strategic growth cumulative core net income" that can increase or decrease the payout by an additional 20%. Overall payout as a percentage of target cannot exceed 156%. Assuming the Company meets or exceeds these performance levels, the PSUs will vest on the second business day after the Company files its annual report on Form 10-K for the fiscal year 2017 with the SEC, and in no event later than March 15, 2018.

F4: Represents shares required to be withheld by the Company (as approved by the Compensation Committee) to satisfy Mr. Heleen's tax withholding obligations upon the grant of the RSUs.

F5: Between February 6, 2015, and February 18, 2015 Mr. Heleen acquired 142.7326 share equivalents of Navient common stock under the Navient 401(k) Savings Plan. The information in this report is based on the individual's actual account balance as of February 18, 2015.

F6: Grant of net-settled stock options under the Navient Corporation 2014 Omnibus Incentive Plan. These options vest in one-third increments on the first, second and third anniversary of the grant date.