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: DIEFENDERFER WILLIAM M III (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-03	Phantom Stock Units	$	A	16339.8693	Acquired		Common Stock (16339.8693)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	105036.794	Direct

Footnotes

F1: Dividend equivalent rights accrued on previously unvested restricted stock awards are included in the reporting person's holding balance. Each dividend equivalent right is the economic equivalent of one share of Navient Corporation common stock.

F2: Includes 1,335.794 shares acquired on September 18, 2015, pursuant to a dividend reinvestment plan exempt from reporting pursuant to Rule 16a-11.

F3: 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.

F4: 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.