NAVIENT CORP — Director's Dealing 2017

Sep 28, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2017-09-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-09-26	Common Stock	M	54579	$11.4873	Acquired	393074.899	Direct
2017-09-26	Common Stock	F	48164	$15.00	Disposed	344910.899	Direct
2017-09-26	Common Stock	S	28886	$15.0001	Disposed	316024.899	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-09-26	Stock Option (Right to Buy)	$11.4873	M	54579	Disposed	2018-02-07	Common Stock (54579)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8548.4908	Indirect

Footnotes

F1: The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person on August 11, 2017, and effective on August 14, 2017.

F2: The reporting person's common stock balance includes 571 shares acquired under the Navient Corporation Employee Stock Purchase Plan.

F3: Dividend equivalent rights issued on restricted and performance stock units are included in the reporting person's common stock holding balance.

F4: Between May 1, 2017, and September 26, 2017, the reporting person acquired 174.4940 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 September 26, 2017.

F5: Represents the weighted average price per share of stock sold by the reporting person $15.00 and $15.0050. The reporting person undertakes to provide to Navient Corporation, any security holder of Navient Corporation or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.