NAVIENT CORP — Director's Dealing 2015

Feb 11, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: KANE JOHN M (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-06	Common Stock	S	1402	$21.38	Disposed	110401.7829	Direct
2015-02-07	Common Stock	F	961	$21.35	Disposed	109440.7829	Direct
2015-02-07	Common Stock	F	2228	$21.35	Disposed	107212.7829	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5675.5813	Indirect
Common Stock	988.0128	Indirect

Footnotes

F1: Per the instructions of Mr. Kane, an additional 1,402 shares were sold in an open market transaction in order to provide funds to pay the difference between his projected actual federal tax liability and the permitted amount of federal tax withholding.

F2: As previously reported, in connection with the separation of Navient Corporation ("Navient") from SLM Corporation ("SLM"), Navient 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. Kane was granted 5,750 vested restricted stock units ("RSUs") representing the right to receive shares of Navient common stock in the future, subject to transfer restrictions which lapse in one-half increments on February 7, 2015 and 2016. On February 7, 2015, 2,875 shares of such RSUs were settled and an additional 164 shares were issued to Mr. Kane upon the delivery of the related dividend equivalent rights. In connection with this settlement, 961 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Kane's tax withholding obligations.

F3: As previously reported, in connection with the separation of Navient from SLM, Navient 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. Kane was granted 12,408 RSUs representing the right to receive shares of Navient common stock in the future, which vest in one-half increments on February 7, 2015 and 2016. On February 7, 2015, 6,204 shares of such RSUs were settled and an additional 354 shares were issued to Mr. Kane upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,228 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Kane's tax withholding obligations.

F4: Between February 4, 2015, and February 6, 2015 Mr. Kane acquired 22.1956 share equivalents of Navient common stock under the Navient 401(k) Plan. The information in this report is based on the individual's actual account balance as of February 6, 2015.