NAVIENT CORP — Director's Dealing 2019

Feb 7, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2019-02-05

Reporting Person: HAUBER STEPHEN M (EVP, Chief Risk&Compliance Off)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-05	Common Stock	A	21853	—	Acquired	102844.7113	Direct
2019-02-05	Common Stock	A	21853	—	Acquired	124697.7113	Direct
2019-02-05	Common Stock	F	914	$11.44	Disposed	123783.7113	Direct
2019-02-06	Common Stock	F	589	$11.42	Disposed	123194.7133	Direct

Footnotes

F1: Grant of restricted stock units ("RSUs") under the Navient Corporation 2014 Omnibus Incentive Plan, which is classified as "Common Stock," as permitted, since the RSUs will be settled solely by delivery of shares of Navient common stock. These RSUs vest in one-third increments on each of the first, second and third anniversaries of the grant date.

F2: Grant of Performance Stock Units ("PSUs") which is classified as "Common Stock," as permitted, since the PSUs will be settled solely by delivery of shares of the Company's common stock upon vesting. A specified percentage of this target award will vest and be settled based upon the satisfaction of certain performance conditions over a three-year performance period ending on the final day of fiscal year 2021. The performance conditions to be used shall be those approved by the Committee in connection with the Company's 2019 Long-Term Incentive Program and shall be set forth in the form of PSU award agreement approved by the Committee. Each vested PSU will be settled in shares of the Company's common stock.

F3: As previously reported, on February 5, 2018, the reporting person was granted 7,336 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 February 5, 2019, 2,445 shares of such RSUs were settled and an additional 134 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 914 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.

F4: As previously reported, on February 6, 2017, the reporting person was granted 4,521 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 February 6, 2019, 1,507 shares of such RSUs were settled and an additional 155 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 589 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.