NAVIENT CORP — Director's Dealing 2016

Aug 10, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2016-08-08

Reporting Person: REMONDI JOHN F (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-08	Common Stock	F	3610	$14.36	Disposed	1362118.3457	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	250	Indirect

Footnotes

F1: As previously reported, in connection with the separation of Navient Corporation (the "Company") from Sallie Mae ("SLM"), the Company 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. Remondi was granted 20,128 restricted stock units ("RSUs") representing the right to receive shares of Navient common stock in the future, which vest in one-third increments on August 8, 2014, 2015 and 2016. On August 8, 2016, 6,709 shares of such RSUs were settled and an additional 774 shares were issued to Mr. Remondi upon the vesting of the related dividend equivalent rights. In connection with this settlement, 3,610 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Remondi's tax withholding obligations.

F2: Also reflects the disposition of 0.3961 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.

F3: Dividend equivalent rights issued on RSUs and PSUs are included in the reporting person's common stock holding balance.