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: 2018-02-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-03	Common Stock	F	5379	$14.21	Disposed	313391.231	Direct
2018-02-05	Common Stock	A	19075	—	Acquired	332466.231	Direct
2018-02-05	Common Stock	A	47688	—	Acquired	380154.231	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-05	Stock Option (Right to Buy)	$13.63	A	150579	Acquired	2023-02-05	Common Stock (150579)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8741.4211	Indirect

Footnotes

F1: As previously reported, on February 3, 2016, the reporting person was granted 43,137 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 3, 2018, 14,379 shares of such RSUs were settled and an additional 1,380 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 5,379 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: Dividend equivalent rights issued on RSUs and performance stock units ("PSUs") are included in the reporting person's common stock holding balance. Each dividend equivalent right is the economic equivalent of one share of Navient Corporation common stock.

F3: Grant of RSUs under the Navient Corporation 2014 Omnibus Incentive Plan, which is classified as "Common Stock," as permitted, since the RSUs will be settled solely by delivery of shares of Navient common stock. These RSUs vest in one-third increments on each of the first, second and third anniversaries of the grant date.

F4: Grant of PSUs which is classified as "Common Stock," as permitted, since the PSUs will be settled solely by delivery of shares of the Company's common stock upon vesting. A specified percentage of this target award will vest and be settled based upon the satisfaction of certain performance conditions over a three-year performance period ending on the final day of fiscal year 2020. The performance conditions to be used shall be those approved by the Committee in connection with the Company's 2018 Long-Term Incentive Program and shall be set forth in the form of PSU award agreement approved by the Committee. Each vested PSU will be settled in shares of the Company's common stock.

F5: Between September 26, 2017, and February 5, 2018, the reporting person acquired 192.9303 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 5, 2018.

F6: Grant of net-settled stock options under the Navient Corporation 2014 Omnibus Incentive Plan. These options vest in one-third increments on each of the first, second and third anniversaries of the grant date.