NAVIENT CORP — Director's Dealing 2019

Mar 28, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2019-03-27

Reporting Person: LOWN CHRISTIAN M. (EVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-27	Common Stock	F	10908	$11.56	Disposed	233954.462	Direct

Footnotes

F1: As previously reported, on March 27, 2017, the reporting person was granted 71,428 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 March 27, 2019, 23,810 shares of such RSUs were settled and an additional 2,516 shares were issued to the reporting person upon the delivery of the related dividend equivalent rights. In connection with this settlement, 10,908 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.