SEC Form 4 · accession 0001127602-15-007464
NAVIENT CORP · NAVI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark L Heleen
Officer — EVP & Chief Legal Officer
Period of report
Feb 18, 2015
Accepted (ET)
Feb 20, 2015 · 5:03 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 18, 2015 | A | 5,080 | $0.00 | A | 17,841 | D | |
| Common StockF2 | Feb 18, 2015 | A | 3,979 | $0.00 | A | 21,820 | D | |
| Common StockF3 | Feb 18, 2015 | A | 12,702 | $0.00 | A | 34,522 | D | |
| Common StockF4 | Feb 18, 2015 | F | 139 | $21.65 | D | 34,383 | D | |
| Common StockF5 | holding | — | — | — | 1,909 | I | By 401(k) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F6 | $21.65 | Feb 18, 2015 | A | 73,660 | A | — | Feb 18, 2020 | Common Stock | 73,660 | 73,660 | D |
Explanation of responses
- F1Grant of restricted stock units ("RSUs") under the Navient Corporation 2014 Omnibus Incentive Plan, which is classified as "Common Stock," as permitted, since the RSUs will be settled solely by delivery of shares of Navient common stock. These RSUs vest in one-third increments on the first, second and third anniversary of the grant date.
- F2Grant of RSUs under the Navient Corporation 2014 Omnibus Incentive Plan, which is classified as "Common Stock," as permitted, since the RSUs will be settled solely by delivery of shares of the Company's common stock. These RSUs represent a portion of the annual incentive award for 2014 and are vested at grant but subject to transfer restrictions until settlement by delivery of common stock on the first anniversary of the grant date.
- F3Grant of performance stock units ("PSUs") which is classified as "Common Stock," as permitted, since the PSUs will be settled solely by delivery of shares of Navient Corporation (the "Company") common stock upon vesting. The PSUs will vest after a three-year performance period (2015 - 2017), with potential payout ranging from 0% to 130% of the target award based on the Company's "cumulative core net income" for such performance period combined with an additional vesting modifier based on "strategic growth cumulative core net income" that can increase or decrease the payout by an additional 20%. Overall payout as a percentage of target cannot exceed 156%. Assuming the Company meets or exceeds these performance levels, the PSUs will vest on the second business day after the Company files its annual report on Form 10-K for the fiscal year 2017 with the SEC, and in no event later than March 15, 2018.
- F4Represents shares required to be withheld by the Company (as approved by the Compensation Committee) to satisfy Mr. Heleen's tax withholding obligations upon the grant of the RSUs.
- F5Between February 6, 2015, and February 18, 2015 Mr. Heleen acquired 142.7326 share equivalents of Navient common stock under the Navient 401(k) Savings Plan. The information in this report is based on the individual's actual account balance as of February 18, 2015.
- F6Grant of net-settled stock options under the Navient Corporation 2014 Omnibus Incentive Plan. These options vest in one-third increments on the first, second and third anniversary of the grant date.