NAVIENT CORP — Director's Dealing 2017

Feb 22, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2017-02-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-18	Common Stock	F	647	$15.45	Disposed	138030.9499	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6405.2013	Indirect

Footnotes

F1: As previously reported, on February 18, 2015, Mr. Heleen was granted 5,080 restricted stock units ("RSUs") under the Navient Corporation 2014 Omnibus Incentive Plan representing the right to receive shares of Navient Corporation ("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 February 18, 2017, 1,694 shares of such RSUs were settled and an additional 158 shares were issued to Mr. Heleen upon the vesting of the related dividend equivalent rights. In connection with this settlement, 647 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Heleen's tax withholding obligations.

F2: Between February 9, 2017, and February 20, 2017 Mr. Heleen acquired 196.1734 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 February 20, 2017.