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: SHAPIRO STEVEN L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-18	Common Stock	A	4618	—	Acquired	51077	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3000	Indirect
Common Stock	76425	Indirect

Footnotes

F1: Grant of restricted stock to a non-employee director under the Navient Corporation 2014 Omnibus Incentive Plan. The restricted stock will vest if the non-employee director is re-elected as a director at the Company's 2015 annual meeting of shareholders, which meeting is currently scheduled for May 21, 2015.

F2: Dividend equivalent rights representing 23 shares of the Company's common stock, issued on previously unvested restricted stock, are included in Mr. Shapiro's common stock holding balance.