NAVIENT CORP — Director's Dealing 2015

Feb 13, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2015-02-06

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12761.305	Direct
Common Stock	1765.9321	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$16.80	2019-06-12	Common Stock (36879)		Direct

Footnotes

F1: Mr. Heleen's common stock balance includes a grant of 9,920 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 (June 10, 2014). Dividend equivalent rights issued on RSUs are included in Mr. Heleen's common stock holding balance.

F2: These options vest in one-third increments on the first, second and third anniversary of the grant date (June 10, 2014).