SEC Form 4 · accession 0001127602-16-039937
NAVIENT CORP · NAVI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John M Kane
Officer — EVP & Group President
Period of report
Feb 3, 2016
Accepted (ET)
Feb 5, 2016 · 8:58 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,F2,F3 | Feb 3, 2016 | A | 43,137 | $0.00 | A | 204,339 | D | |
| Common StockF4 | Feb 3, 2016 | A | 71,895 | $0.00 | A | 276,234 | D | |
| Common StockF5 | holding | — | — | — | 7,347 | 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 | $9.18 | Feb 3, 2016 | A | 261,386 | A | — | Feb 3, 2021 | Common Stock | 261,386 | 261,386 | D |
| Phantom Stock UnitsF8,F7 | — | holding | — | — | — | — | — | Common Stock | 1,030 | 1,030 | 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 each of the first, second and third anniversaries of the grant date.
- F2Dividend equivalent rights issued on RSUs are included in the reporting person's common stock holding balance.
- F3Total reflects a downward adjustment of 1,030.4105 of shares reflecting 1,030.4015 of share equivalents that the reporting person continues to hold but which are now reported in Table II below to reflect the derivative nature of such securities.
- F4Grant 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 the Company's common stock upon vesting. A specified percentage of this target award will vest and be settled based upon the satisfaction of certain performance conditions over a three-year performance period ending on the final day of fiscal year 2018. The performance conditions to be used shall be those approved by the Committee in connection with the Company's 2016 Long-Term Incentive Program and shall be set forth in the form of PSU award agreement approved by the Committee. Each vested PSU will be settled in shares of the Company's common stock.
- F5Between July 31, 2015, and February 4, 2016 Mr. Kane acquired 1,191.048 share equivalents of Navient common stock under the Navient 401(k) Plan. The information in this report is based on the reporting person's actual account balance as of February 4, 2016.
- F6Grant of net-settled stock options under the Navient Corporation 2014 Omnibus Incentive Plan. These options vest in one-third increments on each of the first, second and third anniversaries of the grant date.
- F7Share equivalents held in the Navient Supplemental 401(k) Savings Plan. Each share equivalent is the economic equivalent of one share of Navient Corporation common stock.
- F8Dividends accrued on phantom stock units pursuant to the terms of the Navient Supplemental 401(k) Savings Plan are included in the reporting person's holding balance.
Remarks
Exhibit 24 - Power of Attorney