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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-18	Common Stock	F	1125	$10.13	Disposed	168922.9701	Direct
2016-02-18	Common Stock	F	827	$10.13	Disposed	168095.9701	Direct

Footnotes

F1: As previously reported, on February 18, 2015, Mr. Hynes was granted 10,104 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 lapse in one-third increments on each of the first, second and third anniversaries of the grant. On February 18, 2016, 3,249 shares of such RSUs were settled and an additional 139 shares were issued to Mr. Hynes upon the delivery of the related dividend equivalent rights. In connection with this settlement, 1,125 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Hynes's tax withholding obligations.

F2: As previously reported, on February 18, 2015, Mr. Hynes was granted 6,697 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, 2,232 shares of such RSUs were settled and an additional 95 shares were issued to Mr. Hynes upon the vesting of the related dividend equivalent rights. In connection with this settlement, 827 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Hynes's tax withholding obligations.