NAVIENT CORP — Director's Dealing 2021

Feb 8, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2021-02-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-04	Common Stock	A	162601	—	Acquired	2980061.5056	Direct
2021-02-04	Common Stock	A	253378	—	Acquired	3233439.5056	Direct
2021-02-05	Common Stock	F	9935	$12.43	Disposed	3223504.4694	Direct
2021-02-05	Common Stock	F	28064	$12.43	Disposed	3195440.4694	Direct
2021-02-06	Common Stock	F	21677	$12.43	Disposed	3173763.4694	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	250	Indirect

Footnotes

F1: Represents a grant of common stock to the reporting person in the form of restricted stock units ("RSUs") pursuant to the Navient Corporation 2014 Omnibus Incentive Plan (the "Plan"). The RSUs will be settled solely by delivery of shares of Navient common stock and vest in one-third increments on each of the first, second and third anniversaries of the grant date.

F2: Represents a grant of common stock to the reporting person in the form of performance stock units ("PSUs") to 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 2023. The performance conditions shall be approved by the Committee in connection with the Company's 2021 Long-Term Incentive Program and shall be set forth in the form of PSU award agreement approved by the Navient Compensation and Personnel Committee (the "Committee").

F3: As previously reported, on February 5, 2018, the reporting person was granted 58,694 RSUs under the 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, 2021, 18,742 shares of such RSUs were settled and an additional 3,810.0362 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 9,935 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

F4: Reflects the disposition of 0.0362 shares settled in cash upon the delivery of the related dividend equivalent rights, in accordance with the terms of the Plan.

F5: As previously reported, on February 5, 2019, the reporting person was granted 174,825 RSUs under the 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, 2021, 55,825 shares of such RSUs were settled and an additional 7,880 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 28,064 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

F6: As previously reported, on February 6, 2020, the reporting person was granted 141,843 RSUs under the 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, 2021, 45,295 shares of such RSUs were settled and an additional 3,912 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 21,677 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.