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: REMONDI JOHN F (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-18	Common Stock	F	5992	$13.99	Disposed	1881256.819	Direct
2018-02-18	Common Stock	F	5723	$13.99	Disposed	1875533.2888	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	250	Indirect

Footnotes

F1: As previously reported, on February 18, 2015, the reporting person was granted 37,309 vested 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, subject to transfer restrictions which lapse in one-third increments on each of the first, second and third anniversaries of the grant. On February 18, 2018, 11,883 shares of such RSUs were settled and an additional 1,700.4934 shares were issued to the reporting person upon the delivery of the related dividend equivalent rights. In connection with this settlement, 5,992 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 0.4934 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: As previously reported, on February 18, 2015, the reporting person was granted 32,332 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, 10,777 shares of such RSUs were settled and an additional 1,542.5302 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 5,723 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting persons tax withholding obligations.

F4: Reflects the disposition of 0.5302 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.