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: THOMPSON JANE J. (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-04	Phantom Stock Units	$	A	10569.1057	Acquired		Common Stock (10569.1057)	Direct

Footnotes

F1: Represents phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors. Phantom stock units are settled in shares of Navient Corporation common stock, on a one-to-one basis, upon the reporting person's separation from service. The phantom stock units will vest with continued active service on the Navient Board of Directors as follows: 25% will vest on the grant date (Feb 4, 2021); 25% will vest on May 1, 2021; 25% will vest on August 1, 2021; and 25% will vest on November 1, 2021.

F2: Dividends (5,226.5827 units) accrued on phantom stock units pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors are included in the reporting person's holding balance.