NAVIENT CORP — Director's Dealing 2017

Jun 13, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2017-06-10

Reporting Person: HELEEN MARK L (EVP & Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-10	Common Stock	F	1657	$15.26	Disposed	138055.4035	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6478.345	Indirect

Footnotes

F1: As previously reported, on June 10, 2014, the reporting person was granted 9,920 restricted stock units ("RSUs") under the Navient Corporation 2014 Omnibus Incentive Plan representing the right to receive shares of Navient common stock in the future, which vest in one-third increments on each of the first, second and third anniversaries of the grant. On June 10, 2017, 3,307 shares of such RSUs were settled and an additional 468.4351 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 1,657 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy the reporting person's tax withholding obligations.

F2: The reporting person's common stock balance includes 544 shares acquired under the Navient Corporation Employee Stock Purchase Plan.

F3: Dividend equivalent rights issued on unvested RSUs and PSUs are included in the reporting person's common stock holding balance.

F4: Also reflects the disposition of 0.4351 shares settled in cash upon the delivery of the related dividend equivalent rights, in accordance with the terms of the 2014 Navient Corporation Omnibus Incentive Plan.

F5: Between February 20, 2017, and June 12, 2017 the reporting person acquired 73.1437 share equivalents of Navient common stock under the Navient 401(k) Savings Plan. The information in this report is based on the reporting person's actual account balance as of June 12, 2017.