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: REMONDI JOHN F (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-18	Common Stock	F	5841	$10.13	Disposed	1403391.0652	Direct
2016-02-18	Common Stock	F	5562	$10.13	Disposed	1397829.0652	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	250	Indirect

Footnotes

F1: As previously reported, on February 18, 2015, Mr. Remondi was granted 37,309 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, 11,883 shares of such RSUs were settled and an additional 509 shares were issued to Mr. Remondi upon the delivery of the related dividend equivalent rights. In connection with this settlement, 5,841 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Remondi's tax withholding obligations.

F2: As previously reported, on February 18, 2015, Mr. Remondi was granted 32,332 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, 10,777 shares of such RSUs were settled and an additional 462 shares were issued to Mr. Remondi upon the vesting of the related dividend equivalent rights. In connection with this settlement, 5,562 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Remondi's tax withholding obligations.