SEC Form 4 · accession 0001127602-15-004609

NAVIENT CORP · NAVI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Chief Risk Officer

Period of report

Feb 3, 2015

Accepted (ET)

Feb 5, 2015 · 6:12 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 Stock^F1,F2	Feb 3, 2015	S	553	$20.7036	D	74,170	D
Common Stock^F3	Feb 3, 2015	F	1,212	$21.08	D	72,958	D

No Table II lines on this filing.

F1Per the instructions of Mr. Hynes, an additional 553 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. Hynes'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. Hynes was granted 3,471 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, 3,471 shares of such RSUs were settled and an additional 313 shares were issued to Mr. Hynes upon the delivery of the related dividend equivalent rights. In connection with this settlement, 1,212 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Hynes's tax withholding obligations.