NAVIENT CORP — Director's Dealing 2016

Mar 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2016-02-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-29	Common Stock	F	46383	$10.83	Disposed	1351445.8978	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 90,052 restricted stock units ("RSUs") representing the right to receive shares of Navient common stock in the future, which were to vest fully on the second business day after the Company's annual report on Form 10-K for the fiscal year 2015 is filed, and in no event later than March 15, 2016. On February 29, 2016, 90,052 shares of such RSUs were settled and an additional 6,115 shares were issued to Mr. Remondi upon the vesting of the related dividend equivalent rights. In connection with this settlement, 46,383 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 0.1674 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.