NAVIENT CORP — Director's Dealing 2017

Jan 31, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2016-12-28

Reporting Person: REMONDI JOHN F (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-28	Common Stock	G	85000	—	Disposed	1289055.4384	Direct
2017-01-30	Common Stock	M	173210	$10.2558	Acquired	1462265.4384	Direct
2017-01-30	Common Stock	F	137450	$15.05	Disposed	1324815.4384	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-30	Stock Option (Right to Buy)	$10.2558	M	173210	Disposed	2017-02-03	Common Stock (173210)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	250	Indirect

Footnotes

F1: Represents a bona fide gift by the reporting person to the Fidelity Charitable Gift Fund.

F2: Dividend equivalent rights issued on RSUs and PSUs are included in the reporting person's common stock holding balance.