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: HELEEN MARK L (EVP, CLO & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-04	Common Stock	A	30487	—	Acquired	326691.1821	Direct
2021-02-04	Common Stock	A	31672	—	Acquired	358363.1821	Direct
2021-02-05	Common Stock	F	1642	$12.43	Disposed	356720.5125	Direct
2021-02-05	Common Stock	F	3525	$12.43	Disposed	353195.5125	Direct
2021-02-06	Common Stock	F	2723	$12.43	Disposed	350472.5125	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9258.2277	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 Corporation ("Navient") common stock and vest in one-third increments on each of the first, second and third anniversaries of the grant date.

F2: Dividend equivalent rights (2,616.4072 units) 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 common stock.

F3: Represents a grant of common stock to the reporting person in the form of 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").

F4: As previously reported, on February 5, 2018, the reporting person was granted 11,005 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, 3,668 shares of such RSUs were settled and an additional 746.6696 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 1,642 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

F5: Reflects the disposition of 0.6696 shares settled in cash upon the delivery of the related dividend equivalent rights, in accordance with the terms of the Plan.

F6: As previously reported, on February 5, 2019, the reporting person was granted 32,779 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, 10,464 shares of such RSUs were settled and an additional 1,477 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 3,525 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

F7: As previously reported, on February 6, 2020, the reporting person was granted 26,595 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, 8,490 shares of such RSUs were settled and an additional 733 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,723 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

F8: Between May 4, 2020, and February 5, 2021, the reporting person acquired 500.7429 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 5, 2021.