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: CHIVAVIBUL SOMSAK (EVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-18	Common Stock	F	1782	$15.45	Disposed	279632.0625	Direct
2017-02-18	Common Stock	F	1096	$15.45	Disposed	278536.0625	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	47440.6919	Indirect
Common Stock	2098	Indirect

Footnotes

F1: As previously reported, on February 18, 2015, Mr. Chivavibul was granted 13,058 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, 4,201 shares of such RSUs were settled and an additional 392 shares were issued to Mr. Chivavibul upon the delivery of the related dividend equivalent rights. In connection with this settlement, 1,782 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Chivavibul's tax withholding obligations.

F2: As previously reported, on February 18, 2015, Mr. Chivavibul was granted 8,314 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, 2,772 shares of such RSUs were settled and an additional 259 shares were issued to Mr. Chivavibul upon the vesting of the related dividend equivalent rights. In connection with this settlement, 1,096 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Chivavibul's tax withholding obligations.

F3: Between February 6, 2017, and February 20, 2017 Mr. Chivavibul's share equivalents of Navient common stock under the Navient 401(k) Savings Plan decreased by 27.4270. The information in this report is based on the reporting person's actual account balance as of February 20, 2017.