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: HYNES TIMOTHY J IV (EVP, Chief Risk&Compliance Off)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-18	Common Stock	F	1524	$15.45	Disposed	215888.5369	Direct
2017-02-18	Common Stock	F	898	$15.45	Disposed	214990.5369	Direct

Footnotes

F1: As previously reported, on February 18, 2015, Mr. Hynes was granted 10,104 vested 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, subject to transfer restrictions which lapse in one-third increments on each of the first, second and third anniversaries of the grant. On February 18, 2017, 3,249 shares of such RSUs were settled and an additional 303 shares were issued to Mr. Hynes upon the delivery of the related dividend equivalent rights. In connection with this settlement, 1,524 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Hynes's tax withholding obligations.

F2: As previously reported, on February 18, 2015, Mr. Hynes was granted 6,697 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 February 18, 2017, 2,233 shares of such RSUs were settled and an additional 209 shares were issued to Mr. Hynes upon the vesting of the related dividend equivalent rights. In connection with this settlement, 898 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Hynes's tax withholding obligations.