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: 2017-02-06

Reporting Person: WILLIAMS BARRY LAWSON (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-06	Phantom Stock Units	$	A	8397.9328	Acquired		Common Stock (8397.9328)	Direct

Footnotes

F1: Phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors. Phantom stock units are to be settled in shares of Navient Corporation common stock, on a one-to-one basis, upon the reporting person's separation from service. The phantom stock units will vest if the reporting person is re-elected as a director at the Company's 2017 annual meeting of shareholders, which meeting is currently scheduled for May 25, 2017.

F2: Dividends accrued on phantom stock units pursuant to the terms of the Director Deferred Compensation Plan are included in the reporting person's holding balance.