NAVIENT CORP — Director's Dealing 2018

Feb 6, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2018-02-05

Reporting Person: WILLIAMS BARRY LAWSON (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-05	Phantom Stock Units	$	A	9537.7843	Acquired		Common Stock (9537.7843)	Direct

Footnotes

F1: Phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors. Phantom stock units are settled in shares of Navient Corporation common stock, on a one-to-one basis, upon the reporting person's separation from service. The phantom stock units will vest if the reporting person is re-elected as a director at the Company's 2018 annual meeting of shareholders, which meeting is currently scheduled for May 24, 2018.

F2: Dividends accrued on phantom stock units pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors are included in the reporting person's holding balance.