NAVIENT CORP — Director's Dealing 2018

Jan 4, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2018-01-01

Reporting Person: MILLS LINDA A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-01	Common Stock	M	5279.65	—	Acquired	31059	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-01	Phantom Stock Units	$	M	5279.65	Disposed		Common Stock (5279.65)	Direct

Footnotes

F1: On January 1, 2018, the reporting person received a distribution of 5,279 shares of Navient common stock from the Navient Corporation Deferred Compensation Plan for Directors in settlement of an equal number of phantom stock units held pursuant to the Plan.
A fractional share of the reporting person's phantom stock units (0.65) were settled in cash.

F2: Dividend equivalent rights issued on previously unvested restricted stock awards are included in the reporting person's common stock holding balance.