NAVIENT CORP — Director's Dealing 2018

Feb 21, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2018-02-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-18	Common Stock	F	618	$13.99	Disposed	175868.1056	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6970.6891	Indirect

Footnotes

F1: As previously reported, on February 18, 2015, the reporting person was granted 5,080 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 18, 2018, 1,693 shares of such RSUs were settled and an additional 243.2394 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 618 shares were withheld by Navient, as approved by the Navient Compensation and Personnel Committee (the "Committee"), to satisfy the reporting person's tax withholding obligations.

F2: Reflects the disposition of 0.2394 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.

F3: Between February 6, 2018, and February 18, 2018, the reporting person acquired 228.3919 share equivalents of Navient common stock under the Navient 401(k) Savings Plan. The information in this report is based on the reporting person's actual account balance as of February 18, 2017.