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: DIEFENDERFER WILLIAM M III (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-18	Phantom Stock Units	$	A	6928.4065	Acquired		Common Stock (6928.4065)	Direct

Footnotes

F1: Phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors. Phantom stock units are to be settled in shares of Navient Corporation common stock, on a one-to-one basis, upon the reporting person's separation from service. The phantom stock units 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.