NAVIENT CORP — Director's Dealing 2018

Feb 7, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2018-02-06

Reporting Person: KANE JOHN M (EVP & Group President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-06	Common Stock	F	3153	$13.76	Disposed	377001.231	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8785.0719	Indirect

Footnotes

F1: As previously reported, on February 6, 2017, the reporting person was granted 28,100 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 6, 2018, 9,366 shares of such RSUs were settled and an additional 424 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 3,153 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: Between February 5, 2018, and February 6, 2018, the reporting person acquired 43.6508 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 6, 2018.