NAVIENT CORP — Director's Dealing 2016

May 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2016-05-01

Reporting Person: CHIVAVIBUL SOMSAK (EVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-01	Common Stock	F	1427	$13.67	Disposed	237005.9438	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	45892.4579	Indirect
Common Stock	2098	Indirect

Footnotes

F1: As previously reported, on May 1, 2014, Mr. Chivavibul was granted 11,764 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 May 1, 2016, 3,922 shares of such RSUs were settled and an additional 320 shares were issued to Mr. Chivavibul upon the vesting of the related dividend equivalent rights. In connection with this settlement, 1,427 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Chivavibul's tax withholding obligations.

F2: Dividend equivalent rights issued on RSUs are included in the reporting person's common stock holding balance.

F3: Between February 18, 2016, and April 29, 2016 Mr. Chivavibul acquired 464.8528 share equivalents of Navient common stock under the Navient 401(k) Plan. The information in this report is based on the reporting person's actual account balance as of April 29, 2016.