NAVIENT CORP — Director's Dealing 2016

Feb 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2016-02-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-04	Common Stock	P	3800	$9.392	Acquired	91519.3577	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5903.6803	Indirect

Footnotes

F1: Mr. Heleen acquired 3,800 shares in an open market transaction using a portion of the annual cash incentive award he received on February 4, 2016, under Navient Corporation's 2015 Management Incentive Plan.

F2: Represents the weighted average price per share of stock purchased by Mr. Heleen between $9.27 and $9.62. The reporting person undertakes to provide to Navient Corporation, any security holder of Navient Corporation or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.

F3: Between February 4, 2016, and February 5, 2016, Mr. Heleen acquired 2.5514 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 5, 2016.