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: SHAPIRO STEVEN L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-03	Common Stock	A	10893	—	Acquired	62005	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-29	Stock Option (Right to Buy)	$14.2901	G	6600	Disposed	2018-05-08	Common Stock (6600)	Direct
2016-01-29	Stock Option (Right to Buy)	$3.7009	G	26000	Disposed	2019-05-22	Common Stock (26000)	Direct
2016-01-29	Stock Option (Right to Buy)	$6.6127	G	10900	Disposed	2020-01-28	Common Stock (10900)	Direct
2016-01-29	Stock Option (Right to Buy)	$11.4873	G	19572	Disposed	2018-02-07	Common Stock (19572)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3000	Indirect
Common Stock	76425	Indirect

Footnotes

F1: Grant of restricted stock to a non-employee director under the Navient Corporation 2014 Omnibus Incentive Plan. The restricted stock 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: 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.

F3: The reporting person made a gift of the stock options set forth above to an irrevocable trust for the benefit of himself, his spouse and his adult children. The reporting person disclaims beneficial ownership of the shares held by the trust, except to the extent of his pecuniary interest therein.