NAVIENT CORP — Director's Dealing 2015

Feb 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2015-02-03

Reporting Person: HYNES TIMOTHY J IV (Chief Risk Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-03	Common Stock	S	553	$20.7036	Disposed	74170.4914	Direct
2015-02-03	Common Stock	F	1212	$21.08	Disposed	72958.4914	Direct

Footnotes

F1: Per the instructions of Mr. Hynes, an additional 553 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: Dividend equivalent rights issued on restricted stock units ("RSUs") are included in Mr. Hynes's common stock holding balance.

F3: 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. Hynes was granted 3,471 vested RSUs representing the right to receive shares of Navient common stock in the future, subject to transfer restrictions which fully lapse on February 3, 2015. On February 3, 2015, 3,471 shares of such RSUs were settled and an additional 313 shares were issued to Mr. Hynes upon the delivery of the related dividend equivalent rights. In connection with this settlement, 1,212 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Hynes's tax withholding obligations.