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: CHIVAVIBUL SOMSAK (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-06	Common Stock	S	1184	$21.38	Disposed	117275.7825	Direct
2015-02-07	Common Stock	F	896	$21.35	Disposed	116379.3202	Direct
2015-02-07	Common Stock	F	1765	$21.35	Disposed	114614.3202	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18158.57	Indirect
Common Stock	2098	Indirect

Footnotes

F1: Per the instructions of Mr. Chivavibul, an additional 1,184 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. Chivavibul was granted 2,708 vested restricted stock units ("RSUs") representing the right to receive shares of Navient common stock in the future, subject to transfer restrictions which fully lapse on February 7, 2015. On February 7, 2015, 2,708 shares of such RSUs were settled and an additional 154.4623 shares were issued to Mr. Chivavibul upon the delivery of the related dividend equivalent rights. In connection with this settlement, 896 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Chivavibul's tax withholding obligations.

F3: Also reflects the disposition of .4623 shares settled in cash upon the delivery of the related dividend equivalent rights, in accordance with the terms of the 2014 Navient Corporation Omnibus Incentive Plan.

F4: 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. Chivavibul was granted 9,927 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, 4,964 shares of such RSUs were settled and an additional 283 shares were issued to Mr. Chivavibul upon the vesting of the related dividend equivalent rights. In connection with this settlement, 1,765 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Chivavibul's tax withholding obligations.

F5: Between February 4, 2015, and February 6, 2015 Mr. Chivavibul's share equivalents of Navient common stock under the Navient 401(k) Plan decreased by 8.3500. The information in this report is based on the individual's actual account balance as of February 6, 2015.