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: HAUBER STEPHEN M (SVP, Chief Risk&Compliance Off)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-18	Common Stock	F	372	$13.99	Disposed	87162.3904	Direct

Footnotes

F1: On February 18, 2015, the reporting person was granted 3,233 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 February 18, 2018, 1,078 shares of such RSUs were settled and an additional 155.2337 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 372 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 0.2337 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.