SEC Form 4 · accession 0001127602-15-004607
NAVIENT CORP · NAVI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John M Kane
Officer — Chief Operating Officer
Period of report
Feb 3, 2015
Accepted (ET)
Feb 5, 2015 · 6:10 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,F3 | Feb 3, 2015 | S | 1,735 | $20.5991 | D | 121,395 | D | |
| Common StockF4 | Feb 3, 2015 | F | 2,739 | $21.08 | D | 118,656 | D | |
| Common StockF5 | Feb 3, 2015 | F | 1,356 | $21.08 | D | 117,300 | D | |
| Common StockF6 | holding | — | — | — | 5,653 | I | By 401(k) | |
| Common StockF7 | holding | — | — | — | 988 | I | By Supplemental Savings & Thrift |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Per the instructions of Mr. Kane, an additional 1,735 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.
- F2Represents the weighted average price per share of stock sold by Mr. Kane between $20.595 and $20.60. The reporting person undertakes to provide to Navient Corporation ("Navient"), any security holder of Navient or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
- F3Dividend equivalent rights issued on restricted stock units ("RSUs") are included in Mr. Kane's common stock holding balance.
- F4As previously reported, in connection with the separation of 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. Kane was granted 6,983 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, 6,983 shares of such RSUs were settled and an additional 626 shares were issued to Mr. Kane upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,739 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Kane's tax withholding obligations.
- F5As previously reported, in connection with the separation of Navient from 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. Kane was granted 3,920 vested RSUs representing the right to receive shares of Navient common stock in the future, subject to transfer restrictions which fully lapse on February 3, 2015. On February 3, 2015, 3,920 shares of such RSUs were settled and an additional 353 shares were issued to Mr. Kane upon the delivery of the related dividend equivalent rights. In connection with this settlement, 1,356 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Kane's tax withholding obligations.
- F6Between November 19, 2014, and February 3, 2015 Mr. Kane acquired 85.8187 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.
- F7Between November 19, 2014, and February 3, 2015, Mr. Kane acquired 6.6202 share equivalents of Navient common stock under the Navient Supplemental Thrift & Savings Plan. The information in this report is based on the individual's actual account balance as of February 3, 2015.