NAVIENT CORP — Director's Dealing 2019

Feb 5, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2019-02-03

Reporting Person: KANE JOHN M (EVP & Group President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-03	Common Stock	F	5676	$11.44	Disposed	350566.9536	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3286.9371	Indirect

Footnotes

F1: As previously reported, on February 3, 2016, the reporting person was granted 43,137 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 February 3, 2019, 14,379 shares of such RSUs were settled and an additional 2,248.5997 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 5,676 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 0.5997 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: 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.

F4: The reporting person's common stock balance includes 574 shares acquired under the Navient Corporation Employee Stock Purchase Plan.

F5: As previously reported on the Company's 2018 Proxy Statement on Form DEF 14A, the reporting person's common stock balance reflects the forfeiture of 31,017.6443 PSUs from the reporting person's beneficial ownership because the Company failed to meet the threshold performance level established for the PSUs granted for the 2015 - 2017 performance period.

F6: Between February 18, 2018, and February 3, 2019, the reporting person's share equivalents of Navient common stock under the Navient 401(k) Savings Plan decreased by 6,078.3881 primarily as a result of an exempt transfer of assets required pursuant to a Qualified Domestic Relations Order ("QDRO"). The information in this report is based on the reporting person's actual account balance as of February 3, 2019.