NAVIENT CORP — Director's Dealing 2017

May 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2017-05-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-01	Common Stock	F	3233	$15.45	Disposed	333070.6333	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8373.9968	Indirect

Footnotes

F1: As previously reported, on May 1, 2014, the reporting person was granted 17,647 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 May 1, 2017, 5,882 shares of such RSUs were settled and an additional 775.4188 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 3,233 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 551 shares acquired under the Navient Corporation Employee Stock Purchase Plan not previously reported.

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 0.4188 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 May 1, 2017, the reporting person acquired 94.6460 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 May 1, 2017.