NAVIENT CORP — Director's Dealing 2016

Feb 6, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2016-02-03

Reporting Person: KANE JOHN M (EVP & Group President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-03	Common Stock	A	43137	—	Acquired	204338.8958	Direct
2016-02-03	Common Stock	A	71895	—	Acquired	276233.8958	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-03	Stock Option (Right to Buy)	$9.18	A	261386	Acquired	2021-02-03	Common Stock (261386)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7347.0136	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (1030.4015)	1030.4015	Direct

Footnotes

F1: Grant of restricted stock units (RSUs) under the Navient Corporation 2014 Omnibus Incentive Plan, which is classified as "Common Stock," as permitted, since the RSUs will be settled solely by delivery of shares of Navient common stock. These RSUs vest in one-third increments on each of the first, second and third anniversaries of the grant date.

F2: Dividend equivalent rights issued on RSUs are included in the reporting person's common stock holding balance.

F3: Total reflects a downward adjustment of 1,030.4105 of shares reflecting 1,030.4015 of share equivalents that the reporting person continues to hold but which are now reported in Table II below to reflect the derivative nature of such securities.

F4: Grant of Performance Stock Units ("PSUs") which is classified as "Common Stock," as permitted, since the PSUs will be settled solely by delivery of shares of the Company's common stock upon vesting. A specified percentage of this target award will vest and be settled based upon the satisfaction of certain performance conditions over a three-year performance period ending on the final day of fiscal year 2018. The performance conditions to be used shall be those approved by the Committee in connection with the Company's 2016 Long-Term Incentive Program and shall be set forth in the form of PSU award agreement approved by the Committee. Each vested PSU will be settled in shares of the Company's common stock.

F5: Between July 31, 2015, and February 4, 2016 Mr. Kane acquired 1,191.048 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 4, 2016.

F6: Grant of net-settled stock options under the Navient Corporation 2014 Omnibus Incentive Plan. These options vest in one-third increments on each of the first, second and third anniversaries of the grant date.

F7: Share equivalents held in the Navient Supplemental 401(k) Savings Plan. Each share equivalent is the economic equivalent of one share of Navient Corporation common stock.

F8: Dividends accrued on phantom stock units pursuant to the terms of the Navient Supplemental 401(k) Savings Plan are included in the reporting person's holding balance.