SEC Form 4 · accession 0001127602-16-040101
NAVIENT CORP · NAVI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John F Remondi
Officer — Chief Executive Officer · Director
Period of report
Feb 4, 2016
Accepted (ET)
Feb 8, 2016 · 8:39 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, 2016 | F | 3,194 | $9.54 | D | 1,360,271 | D | |
| Common StockF2 | Feb 4, 2016 | F | 25,952 | $9.54 | D | 1,334,319 | D | |
| Common StockF3,F4 | Feb 7, 2016 | F | 5,086 | $9.51 | D | 1,329,232 | D | |
| Common Stock | holding | — | — | — | 250 | I | As custodian for child |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1As previously reported, in connection with the April 30, 2014 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. Remondi was granted 28,512 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, February 4, 2016 and February 4, 2017. On February 4, 2016, 9,504 shares of such RSUs were settled and an additional 704 shares were issued to Mr. Remondi upon the delivery of the related dividend equivalent rights. In connection with this settlement, 3,194 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Remondi's tax withholding obligations.
- F2As previously reported, in connection with the April 30, 2014 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. Remondi was granted 166,041 RSUs representing the right to receive shares of Navient common stock in the future, which vest in one-third increments on February 4, 2015, February 4, 2016 and February 4, 2017. On February 4, 2016, 55,347 shares of such RSUs were settled and an additional 4,103 shares were issued to Mr. Remondi upon the vesting of the related dividend equivalent rights. In connection with this settlement, 25,952 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Remondi's tax withholding obligations.
- F3As previously reported, in connection with the April 30, 2014 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. Remondi was granted 20,108 vested 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 February 7, 2016. On February 7, 2016, 10,054 shares of such RSUs were settled and an additional 1,029.96 shares were issued to Mr. Remondi upon the delivery of the related dividend equivalent rights. In connection with this settlement, 5,086 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Remondi's tax withholding obligations.
- F4Also reflects the disposition of 0.96 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.