NAVIENT CORP — Director's Dealing 2019

Mar 4, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2019-02-28

Reporting Person: REMONDI JOHN F (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-28	Common Stock	F	140785	$12.22	Disposed	2302308.4227	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	250	Indirect

Footnotes

F1: Represents performance stock units ("PSUs") awarded under the Navient Corporation 2014 Omnibus Incentive Plan and previously reported on February 3, 2016. Each PSU represents the right to receive one share of Navient Corporation ("Navient") common stock in the future, which target amount vests at a specified percentage and is settled based upon achieving certain performance conditions over a three-year performance period ending on the final day of fiscal year 2018. On January 30, 2019, the Compensation and Personnel Committee approved the achievement of the 2016 - 2018 PSUs at 125% of target resulting in the settling on February 28, 2019, of 262,177.50 shares of such PSUs and an additional 40,971.1558 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 140,785 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy the reporting person's tax withholding obligations.

F2: Reflects the disposition of 0.6558 shares settled in cash upon the delivery of the related dividend equivalent rights, in accordance with the terms of the 2014 Navient Corporation Omnibus Incentive Plan.