NAVIENT CORP — Director's Dealing 2016

Jun 14, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2016-06-10

Reporting Person: HELEEN MARK L (EVP & Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-10	Common Stock	F	1198	$12.95	Disposed	89386.5728	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5973.7622	Indirect

Footnotes

F1: As previously reported, on June 10, 2014, Mr. Heleen was granted 9,920 restricted stock units ("RSUs") under the Navient Corporation 2014 Omnibus Incentive Plan representing the right to receive shares of Navient common stock in the future, which vest in one-third increments on each of the first, second and third anniversaries of the grant. On June 10, 2016, 3,307 shares of such RSUs were settled and an additional 254 shares were issued to Mr. Heleen upon the vesting of the related dividend equivalent rights. In connection with this settlement, 1,198 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Heleen's tax withholding obligations.

F2: Dividend equivalent rights issued on RSUs and performance stock units are included in Mr. Heleen's common stock holding balance.

F3: Between February 18, 2016, and June 10, 2016 Mr. Heleen acquired 69.4641 share equivalents of Navient common stock under the Navient 401(k) Savings Plan. The information in this report is based on the reporting person's actual account balance as of June 10, 2016.