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: CHIVAVIBUL SOMSAK (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-03	Common Stock	S	1023	$20.4701	Disposed	125586.7825	Direct
2015-02-03	Common Stock	F	2532	$21.08	Disposed	123054.7825	Direct
2015-02-03	Common Stock	F	465	$21.08	Disposed	2098	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18165.6314	Indirect

Footnotes

F1: Per the instructions of Mr. Chivavibul, an additional 1,023 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. Chivavibul'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. Chivavibul was granted 6,425 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, 6,425 shares of such RSUs were settled and an additional 577 shares were issued to Mr. Chivavibul upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,532 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Chivavibul's tax withholding obligations.

F4: Represents shares withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Chivavibul's spouse's tax withholding obligations.

F5: Dividend equivalent rights issued on RSUs are included in Mr. Chivavibul's spouse's common stock holding balance.

F6: Between April 30, 2014, and February 3, 2015 Mr. Chivavibul acquired 401.1805 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.