NAVIENT CORP — Director's Dealing 2017

Feb 8, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2017-02-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-03	Common Stock	F	2690	$15.49	Disposed	89344.9499	Direct
2017-02-06	Common Stock	A	24224	—	Acquired	113568.9499	Direct
2017-02-06	Common Stock	A	14534	—	Acquired	128102.9499	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-06	Stock Option (Right to Buy)	$15.48	A	55762	Acquired	2022-02-06	Common Stock (55762)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6209.363	Indirect

Footnotes

F1: As previously reported, on February 3, 2016, Mr. Heleen was granted 19,771 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 3, 2017, 6,590 shares of such RSUs were settled and an additional 319 shares were issued to Mr. Heleen upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,690 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Heleen's tax withholding obligations.

F2: Dividend equivalent rights issued on RSUs and performance stock units ("PSUs") are included in the reporting person's common stock holding balance. Each dividend equivalent right is the economic equivalent of one share of Navient Corporation common stock.

F3: Grant of PSUs which is classified as "Common Stock," as permitted, since the PSUs will be settled solely by delivery of shares of the Company's common stock upon vesting. A specified percentage of this target award will vest and be settled based upon the satisfaction of certain performance conditions over a three-year performance period ending on the final day of fiscal year 2019. The performance conditions to be used shall be those approved by the Committee in connection with the Company's 2017 Long-Term Incentive Program and shall be set forth in the form of PSU award agreement approved by the Committee. Each vested PSU will be settled in shares of the Company's common stock.

F4: Grant of RSUs under the Navient Corporation 2014 Omnibus Incentive Plan, which is classified as "Common Stock," as permitted, since the RSUs will be settled solely by delivery of shares of Navient common stock. These RSUs vest in one-third increments on each of the first, second and third anniversaries of the grant date.

F5: Between June 10, 2016, and February 6, 2017 Mr. Heleen acquired 235.6008 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 February 6, 2017.

F6: 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.