SEC Form 4 · accession 0001127602-15-005345
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 6, 2015
Accepted (ET)
Feb 10, 2015 · 9:12 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 StockF1 | Feb 6, 2015 | S | 1,184 | $21.38 | D | 117,276 | D | |
| Common StockF2,F3 | Feb 7, 2015 | F | 896 | $21.35 | D | 116,379 | D | |
| Common StockF4 | Feb 7, 2015 | F | 1,765 | $21.35 | D | 114,614 | D | |
| Common StockF5 | holding | — | — | — | 18,159 | I | By 401(k) | |
| Common Stock | holding | — | — | — | 2,098 | I | By Spouse |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Per the instructions of Mr. Chivavibul, an additional 1,184 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. Chivavibul was granted 2,708 vested restricted stock units ("RSUs") representing the right to receive shares of Navient common stock in the future, subject to transfer restrictions which fully lapse on February 7, 2015. On February 7, 2015, 2,708 shares of such RSUs were settled and an additional 154.4623 shares were issued to Mr. Chivavibul upon the delivery of the related dividend equivalent rights. In connection with this settlement, 896 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Chivavibul's tax withholding obligations.
- F3Also reflects the disposition of .4623 shares settled in cash upon the delivery of the related dividend equivalent rights, in accordance with the terms of the 2014 Navient Corporation Omnibus Incentive Plan.
- F4As 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. Chivavibul was granted 9,927 RSUs representing the right to receive shares of Navient common stock in the future, which vest in one-half increments on February 7, 2015 and 2016. On February 7, 2015, 4,964 shares of such RSUs were settled and an additional 283 shares were issued to Mr. Chivavibul upon the vesting of the related dividend equivalent rights. In connection with this settlement, 1,765 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Chivavibul's tax withholding obligations.
- F5Between February 4, 2015, and February 6, 2015 Mr. Chivavibul's share equivalents of Navient common stock under the Navient 401(k) Plan decreased by 8.3500. The information in this report is based on the individual's actual account balance as of February 6, 2015.