SEC Form 4 · accession 0001127602-15-004606
NAVIENT CORP · NAVI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Somsak Chivavibul
Officer — Chief Financial Officer
Period of report
Feb 3, 2015
Accepted (ET)
Feb 5, 2015 · 6:09 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001593538
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Feb 3, 2015 | S | 1,023 | $20.4701 | D | 125,587 | D | |
| Common StockF3 | Feb 3, 2015 | F | 2,532 | $21.08 | D | 123,055 | D | |
| Common StockF4,F5 | Feb 3, 2015 | F | 465 | $21.08 | D | 2,098 | I | By Spouse |
| Common StockF6 | holding | — | — | — | 18,166 | I | By 401(k) |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Per the instructions of Mr. Chivavibul, an additional 1,023 shares were sold in an open market transaction in order to provide funds to pay the difference between his projected actual federal tax liability and the permitted amount of federal tax withholding.
- F2Dividend equivalent rights issued on restricted stock units ("RSUs") are included in Mr. Chivavibul's common stock holding balance.
- F3As previously reported, in connection with the separation of Navient Corporation ("Navient") from SLM Corporation ("SLM"), Navient established the Navient Corporation 2014 Omnibus Incentive Plan and issued new Navient equity awards to holders of outstanding SLM equity awards in order to maintain the intrinsic value of prior SLM award grants. On April 30, 2014, Mr. Chivavibul was granted 6,425 RSUs representing the right to receive shares of Navient common stock in the future, which vest fully on February 3, 2015. On February 3, 2015, 6,425 shares of such RSUs were settled and an additional 577 shares were issued to Mr. Chivavibul upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,532 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Chivavibul's tax withholding obligations.
- F4Represents shares withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Chivavibul's spouse's tax withholding obligations.
- F5Dividend equivalent rights issued on RSUs are included in Mr. Chivavibul's spouse's common stock holding balance.
- F6Between April 30, 2014, and February 3, 2015 Mr. Chivavibul acquired 401.1805 share equivalents of Navient common stock under the Navient 401(k) Plan. The information in this report is based on the individual's actual account balance as of February 3, 2015.