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: KANE JOHN M (EVP & Group President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-04	Common Stock	A	40650	—	Acquired	557326.2806	Direct
2021-02-04	Common Stock	A	42229	—	Acquired	599555.2806	Direct
2021-02-05	Common Stock	F	2489	$12.43	Disposed	597066.0478	Direct
2021-02-05	Common Stock	F	5687	$12.43	Disposed	591379.0478	Direct
2021-02-06	Common Stock	F	6101	$12.43	Disposed	585278.0478	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5845.7144	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: 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 19,075 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, 6,358 shares of such RSUs were settled and an additional 1,294.2328 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,489 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

F4: Reflects the disposition of 0.2328 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 43,706 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, 14,569 shares of such RSUs were settled and an additional 2,048 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 5,687 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 35,460 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, 11,820 shares of such RSUs were settled and an additional 1,020 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 6,101 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

F7: Between February 3, 2021, and February 5, 2021, the reporting person's share equivalents of Navient common stock under the Navient 401(k) Savings Plan decreased by 5.5354. The information in this report is based on the reporting person's actual account balance as of February 5, 2021.