SEC Form 4 · accession 0001127602-15-004873
NAVIENT CORP · NAVI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy J Hynes IV
Officer — Chief Risk Officer
Period of report
Feb 4, 2015
Accepted (ET)
Feb 6, 2015 · 5:09 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 | Feb 4, 2015 | S | 1,404 | $20.93 | D | 71,554 | D | |
| Common StockF2 | Feb 4, 2015 | F | 731 | $21.00 | D | 70,823 | D | |
| Common StockF3 | Feb 4, 2015 | F | 2,690 | $21.00 | D | 68,133 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Per the instructions of Mr. Hynes, an additional 1,404 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.
- F2As 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 6,657 vested restricted stock units ("RSUs") representing the right to receive shares of Navient common stock in the future, subject to transfer restrictions which lapse in one-third increments on February 4, 2015, 2016 and 2017. On February 4, 2015, 2,219 shares of such RSUs were settled and an additional 66 shares were issued to Mr. Hynes upon the delivery of the related dividend equivalent rights. In connection with this settlement, 731 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Hynes's tax withholding obligations.
- F3As 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. Hynes was granted 21,348 RSUs representing the right to receive shares of Navient common stock in the future, which vest in one-third increments on February 4, 2015, 2016 and 2017. On February 4, 2015, 7,116 shares of such RSUs were settled and an additional 213 shares were issued to Mr. Hynes upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,690 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Hynes's tax withholding obligations.