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: ADAMS JOHN K JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-06	Common Stock	A	8397	—	Acquired	26594	Direct

Footnotes

F1: Grant of restricted stock to a non-employee director under the Navient Corporation 2014 Omnibus Incentive Plan. The restricted stock 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: Dividend equivalent rights accrued on previously unvested restricted stock awards are included in the reporting person's holding balance. Each dividend equivalent right is the economic equivalent of one share of Navient Corporation common stock.