NAVIENT CORP — Director's Dealing 2021

Mar 4, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2021-03-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-02	Common Stock	F	12877	$12.89	Disposed	331966.5359	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9557.0225	Indirect

Footnotes

F1: Represents performance stock units ("PSUs") awarded to the reporting person under the Navient Corporation 2014 Omnibus Incentive Plan and previously reported on February 5, 2018. Each PSU represents the right to receive one share of Navient Corporation ("Navient") common stock in the future, which target amount vests at a specified percentage and is settled based upon achieving certain performance conditions over a three-year performance period ending on the final day of fiscal year 2020. On January 29, 2021, the Compensation and Personnel Committee approved the achievement of the 2018 - 2020 PSUs at 83% of target resulting in the settling on March 2, 2021, of 22,834.9600 shares of such PSUs and an additional 4,643.0006 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 12,877 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 0.9606 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: The reporting person's common stock balance reflects the forfeiture of 5,628.0160 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 2018 - 2020 performance period.

F4: Between February 8, 2021, and March 2, 2021, the reporting person acquired 298.7948 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 March 2, 2021.