NAVIENT CORP — Director's Dealing 2017

Feb 14, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2017-02-09

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-09	Common Stock	M	39933	$9.18	Acquired	168035.9499	Direct
2017-02-09	Common Stock	F	29358	$15.44	Disposed	138677.9499	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-09	Stock Option (Right to Buy)	$9.18	M	39933	Disposed	2021-02-03	Common Stock (39933)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6209.0279	Indirect

Footnotes

F1: Between February 6, 2017, and February 9, 2017 Mr. Heleen's share equivalents of Navient common stock under the Navient 401(k) Plan decreased by 0.3351. The information in this report is based on the reporting person's actual account balance as of February 9, 2017.

F2: Grant of net-settled stock options under the Navient Corporation 2014 Omnibus Incentive Plan. These options vest in one-third increments on each of the first, second and third anniversaries of the grant date.