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: KANE JOHN M (EVP & Group President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-05	Common Stock	A	43706	—	Acquired	394272.9536	Direct
2019-02-05	Common Stock	A	43706	—	Acquired	437978.9536	Direct
2019-02-05	Common Stock	F	2161	$11.44	Disposed	435817.9536	Direct
2019-02-06	Common Stock	F	3328	$11.42	Disposed	432489.9536	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3340.3888	Indirect

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 19,075 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, 6,358 shares of such RSUs were settled and an additional 349 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,161 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 28,100 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, 9,367 shares of such RSUs were settled and an additional 963 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 3,328 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.

F5: Between February 3, 2019, and February 6, 2019, the reporting person acquired 53.4517 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 6, 2019.