SEC Form 4 · accession 0001127602-15-005347
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 6, 2015
Accepted (ET)
Feb 10, 2015 · 9:15 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 | 1,402 | $21.38 | D | 110,402 | D | |
| Common StockF2 | Feb 7, 2015 | F | 961 | $21.35 | D | 109,441 | D | |
| Common StockF3 | Feb 7, 2015 | F | 2,228 | $21.35 | D | 107,213 | D | |
| Common StockF4 | holding | — | — | — | 5,676 | I | By 401(k) | |
| Common Stock | 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 1,402 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. Kane was granted 5,750 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-half increments on February 7, 2015 and 2016. On February 7, 2015, 2,875 shares of such RSUs were settled and an additional 164 shares were issued to Mr. Kane upon the delivery of the related dividend equivalent rights. In connection with this settlement, 961 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Kane'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. Kane was granted 12,408 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, 6,204 shares of such RSUs were settled and an additional 354 shares were issued to Mr. Kane upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,228 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Kane's tax withholding obligations.
- F4Between February 4, 2015, and February 6, 2015 Mr. Kane acquired 22.1956 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 6, 2015.