NAVIENT CORP — Director's Dealing 2018

Jun 20, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2018-06-15

Reporting Person: WHORLEY JOHN F JR (EVP & Group President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-15	Common Stock	F	33	$13.11	Disposed	306745.9396	Direct

Footnotes

F1: 1. As previously reported, on June 1, 2015, the reporting person was granted 15,511 restricted stock units ("RSUs") under the Navient Corporation 2014 Omnibus Incentive Plan representing the right to receive shares of 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 June 15, 2018, an additional 72.4208 shares were issued to the reporting person upon the vesting of the related
dividend equivalent rights. In connection with this settlement, 33 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy the reporting person's tax withholding obligations.

F2: 2. Dividend equivalent rights issued on unvested RSUs and performance stock units are included in the reporting person's common stock holding balance.

F3: 3. Also reflects the disposition of 0.4208 shares settled in cash upon the delivery of the related dividend equivalent rights, in accordance with the terms of the 2014 Navient Corporation Omnibus Incentive Plan.