NAVIENT CORP — Director's Dealing 2016

Feb 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2016-02-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-18	Common Stock	F	1303	$10.13	Disposed	90215.6068	Direct
2016-02-18	Common Stock	F	617	$10.13	Disposed	89598.6068	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5904.2981	Indirect

Footnotes

F1: As previously reported, on February 18, 2015, Mr. Heleen was granted 3,979 vested 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, subject to transfer restrictions which fully lapse on February 18, 2016. On February 18, 2016, 3,840 shares of such RSUs were settled and an additional 164.7509 shares were issued to Mr. Heleen upon the delivery of the related dividend equivalent rights. In connection with this settlement, 1,303 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Heleen's tax withholding obligations.

F2: Also reflects the disposition of 0.7509 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: As previously reported, on February 18, 2015, Mr. Heleen was granted 5,080 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 February 18, 2016, 1,693 shares of such RSUs were settled and an additional 72 shares were issued to Mr. Heleen upon the vesting of the related dividend equivalent rights. In connection with this settlement, 617 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Heleen's tax withholding obligations.

F4: Between February 5, 2016, and February 18, 2016 Mr. Heleen acquired 0.6178 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 February 18, 2016.