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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-04	Common Stock	F	762	$9.54	Disposed	175344.6655	Direct
2016-02-04	Common Stock	F	2620	$9.54	Disposed	172724.6655	Direct
2016-02-07	Common Stock	F	846	$9.51	Disposed	171878.0613	Direct
2016-02-07	Common Stock	F	1830	$9.51	Disposed	170047.9701	Direct

Footnotes

F1: As previously reported, in connection with the April 30, 2014 separation of Navient Corporation ("Navient") from SLM Corporation ("SLM"), Navient 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. Hynes was granted 6,657 vested restricted stock units ("RSUs") representing the right to receive shares of Navient common stock in the future, subject to transfer restrictions which lapse in one-third increments on February 4, 2015, 2016 and 2017. On February 4, 2016, 2,219 shares of such RSUs were settled and an additional 164 shares were issued to Mr. Hynes upon the delivery of the related dividend equivalent rights. In connection with this settlement, 762 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, in connection with the April 30, 2014 separation of Navient from SLM, Navient 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. Hynes was granted 21,348 RSUs representing the right to receive shares of Navient common stock in the future, which vest in one-third increments on February 4, 2015, 2016 and 2017. On February 4, 2016, 7,116 shares of such RSUs were settled and an additional 527 shares were issued to Mr. Hynes upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,620 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Hynes's tax withholding obligations.

F3: As previously reported, in connection with the April 30, 2014 separation of Navient from SLM, Navient 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. Hynes was granted 4,802 vested RSUs representing the right to receive shares of Navient common stock in the future, subject to transfer restrictions which lapse in one-half increments on February 7, 2015 and February 7, 2016. On February 7, 2016, 2,401 shares of such RSUs were settled and an additional 246.6042 shares were issued to Mr. Hynes upon the delivery of the related dividend equivalent rights. In connection with this settlement, 846 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Hynes's tax withholding obligations.

F4: Also reflects the disposition of 0.6042 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.

F5: As previously reported, in connection with the April 30, 2014 separation of Navient from SLM, Navient 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. Hynes was granted 9,678 RSUs representing the right to receive shares of Navient common stock in the future, which vest in one-half increments on February 7, 2015 and February 7, 2016. On February 7, 2016, 4,839 shares of such RSUs were settled and an additional 496.0912 shares were issued to Mr. Hynes upon the vesting of the related dividend equivalent rights. In connection with this settlement, 1,830 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Hynes's tax withholding obligations.

F6: Also reflects the disposition of 0.0912 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.