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: 2020-02-05

Reporting Person: HELEEN MARK L (EVP & Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-05	Common Stock	F	1511	$14.07	Disposed	221032.0342	Direct
2020-02-05	Common Stock	F	3244	$14.07	Disposed	217788.0342	Direct
2020-02-06	Common Stock	F	1902	$14.10	Disposed	215885.3351	Direct
2020-02-06	Common Stock	A	26595	—	Acquired	242480.3351	Direct
2020-02-06	Common Stock	A	26595	—	Acquired	269075.3351	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8083.5447	Indirect

Footnotes

F1: As previously reported, on February 5, 2018, the reporting person was granted 11,005 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 date. On February 5, 2020, 3,669 shares of such RSUs were settled and an additional 395 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 1,511 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.

F2: 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.

F3: As previously reported, on February 5, 2019, the reporting person was granted 32,779 RSUs under the Navient Corporation 2014 Omnibus Incentive Plan representing the right to receive shares of Navient common stock in the future, which vest in one-third increments on each of the first, second and third anniversaries of the grant date. On February 5, 2020, 10,463 shares of such RSUs were settled and an additional 527 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 3,244 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

F4: As previously reported, on February 6, 2017, the reporting person was granted 14,534 RSUs under the Navient Corporation 2014 Omnibus Incentive Plan representing the right to receive shares of Navient common stock in the future, which vest in one-third increments on each of the first, second and third anniversaries of the grant date. On February 6, 2020, 4,845 shares of such RSUs were settled and an additional 765.6991 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 1,902 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

F5: Reflects the disposition of 0.6991 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.

F6: Grant of 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.

F7: Grant of 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 2022. The performance conditions to be used shall be those approved by the Committee in connection with the Company's 2020 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.

F8: Between December 9, 2019, and February 6, 2020, the reporting person acquired 137.3692 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, 2020.