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: WILLIAMS BARRY LAWSON (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-03	Phantom Stock Units	$	A	10893.2462	Acquired		Common Stock (10893.2462)	Direct

Footnotes

F1: Phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors. Phantom stock units are to be settled in shares of Navient Corporation common stock, on a one-to-one basis, upon the reporting person's separation from service. The phantom stock units will vest if the reporting person is re-elected as a director at the Company's 2016 annual meeting of shareholders, which meeting is currently scheduled for May 26, 2016.

F2: Dividends accrued on phantom stock units pursuant to the terms of the Director Deferred Compensation Plan are included in the reporting person's holding balance.