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: HYNES TIMOTHY J IV (EVP, Chief Risk&Compliance Off)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-01	Common Stock	F	727	$13.67	Disposed	168912.3257	Direct

Footnotes

F1: As previously reported, on May 1, 2014, Mr. Hynes was granted 5,882 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, 1,961 shares of such RSUs were settled and an additional 160 shares were issued to Mr. Hynes upon the vesting of the related dividend equivalent rights. In connection with this settlement, 727 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Hynes's tax withholding obligations.

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