NAVIENT CORP — Director's Dealing 2017

Jun 5, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2017-06-01

Reporting Person: WHORLEY JOHN F JR (EVP & Group President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-01	Common Stock	F	2398	$14.63	Disposed	199755.5731	Direct

Footnotes

F1: As previously reported, on June 1, 2015, the reporting person was granted 15,511 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 1, 2017, 5,171 shares of such RSUs were settled and an additional 500 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,398 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy the reporting person's tax withholding obligations.

F2: Dividend equivalent rights issued on RSUs and performance stock units are included in the reporting person's common stock holding balance.