NAVIENT CORP — Director's Dealing 2019

Jan 3, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2018-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-31	Common Stock	F	2605	$8.81	Disposed	1817280.5862	Direct
2019-01-03	Common Stock	M	1000000	$6.523	Acquired	2817280.5862	Direct
2019-01-03	Common Stock	F	828578	$9.20	Disposed	1988702.5862	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-01-03	Stock Option (Right to Buy)	$6.523	M	1000000	Disposed	2019-01-08	Common Stock (1000000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	250	Indirect

Footnotes

F1: Represents shares withheld to satisfy the reporting person's various tax withholding requirements.

F2: Dividend equivalent rights (36,745.6938 units) issued on restricted stock units and performance stock units ("PSUs") are included in the reporting person's common stock holding balance.

F3: 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 92,393.3964 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.

F4: These transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person and represent exercises of stock options set to expire on January 8, 2019.

F5: Includes shares withheld for the payment of (i) the option exercise price and (ii) the payment of various tax withholding obligations.