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: HAUBER STEPHEN M (EVP, Chief Risk&Compliance Off)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-04	Common Stock	A	20325	—	Acquired	192260.2029	Direct
2021-02-04	Common Stock	A	21114	—	Acquired	213374.2029	Direct
2021-02-05	Common Stock	F	1043	$12.43	Disposed	212331.1495	Direct
2021-02-05	Common Stock	F	2829	$12.43	Disposed	209502.1495	Direct
2021-02-06	Common Stock	F	1909	$12.43	Disposed	207593.1495	Direct

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 7,336 RSUs 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, 2,445 shares of such RSUs were settled and an additional 498.0534 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 1,043 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

F4: Reflects the disposition of 0.0534 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 21,853 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, 7,285 shares of such RSUs were settled and an additional 1,024 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,829 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 17,730 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, 5,910 shares of such RSUs were settled and an additional 510 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 1,909 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.