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: HELEEN MARK L (EVP & Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-28	Common Stock	F	21129	$12.22	Disposed	216624.5756	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7672.8633	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 41,190 shares of such PSUs and an additional 6,438.3413 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 21,129 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 0.3413 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.

F3: Between February 6, 2019, and February 28, 2019, the reporting person acquired 254.8265 share equivalents of Navient common stock under the Navient 401(k) Savings Plan. The information in this report is based on the reporting person's actual account balance as of February 28, 2019.