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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-03	Common Stock	F	987	$14.21	Disposed	62416.6241	Direct
2018-02-05	Common Stock	A	7336	—	Acquired	69752.6241	Direct
2018-02-05	Common Stock	A	18341	—	Acquired	88093.6241	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	57915	Acquired	2023-02-05	Common Stock (57915)	Direct

Footnotes

F1: On February 3, 2016, the reporting person was granted 7,625 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, 2,542 shares of such RSUs were settled and an additional 244 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 987 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: 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.

F3: Grant of Performance Stock Units ("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.

F4: 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.