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: KANE JOHN M (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-03	Common Stock	S	1735	$20.5991	Disposed	121394.7829	Direct
2015-02-03	Common Stock	F	2739	$21.08	Disposed	118655.7829	Direct
2015-02-03	Common Stock	F	1356	$21.08	Disposed	117299.7829	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5652.9843	Indirect
Common Stock	988.0128	Indirect

Footnotes

F1: Per the instructions of Mr. Kane, an additional 1,735 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: Represents the weighted average price per share of stock sold by Mr. Kane between $20.595 and $20.60. The reporting person undertakes to provide to Navient Corporation ("Navient"), any security holder of Navient or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

F3: Dividend equivalent rights issued on restricted stock units ("RSUs") are included in Mr. Kane's common stock holding balance.

F4: As previously reported, in connection with the separation of 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 6,983 RSUs representing the right to receive shares of Navient common stock in the future, which vest fully on February 3, 2015. On February 3, 2015, 6,983 shares of such RSUs were settled and an additional 626 shares were issued to Mr. Kane upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,739 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Kane's tax withholding obligations.

F5: 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 3,920 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, 3,920 shares of such RSUs were settled and an additional 353 shares were issued to Mr. Kane upon the delivery of the related dividend equivalent rights. In connection with this settlement, 1,356 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Kane's tax withholding obligations.

F6: Between November 19, 2014, and February 3, 2015 Mr. Kane acquired 85.8187 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 3, 2015.

F7: Between November 19, 2014, and February 3, 2015, Mr. Kane acquired 6.6202 share equivalents of Navient common stock under the Navient Supplemental Thrift & Savings Plan. The information in this report is based on the individual's actual account balance as of February 3, 2015.