NAVIENT CORP — Director's Dealing 2020

May 5, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2020-05-04

Reporting Person: HELEEN MARK L (EVP, CLO & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-04	Common Stock	P	7250	$6.7713	Acquired	288823.5554	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8757.4848	Indirect

Footnotes

F1: Represents the weighted average price per share of stock purchased by the reporting person between $6.75 and $6.78. The reporting person undertakes to provide to Navient Corporation, any security holder of Navient Corporation or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.

F2: Dividend equivalent rights issued on restricted stock units ("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.

F3: Between March 2, 2020, and May 4, 2020, the reporting person acquired 409.2672 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 May 4, 2020.