NAVIENT CORP — Director's Dealing 2020

Feb 7, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2020-02-06

Reporting Person: KLANE LARRY A (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-06	Phantom Stock Units	$	A	9219.8582	Acquired		Common Stock (9219.8582)	Direct

Footnotes

F1: Phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors. Phantom stock units are settled in shares of Navient Corporation common stock, on a one-to-one basis, upon the reporting person's separation from service. The phantom stock units will vest with continued active service on the Navient Board of Directors as follows: 25% will vest on the grant date (Feb 6, 2020); 25% will vest on May 1, 2020; 25% will vest on August 1, 2020; and 25% will vest on November 1, 2020.