SEC Form 4 · accession 0001127602-16-040103
NAVIENT CORP · NAVI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy J Hynes IV
Officer — EVP, Chief Risk&Compliance Off
Period of report
Feb 4, 2016
Accepted (ET)
Feb 8, 2016 · 8:44 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 | 762 | $9.54 | D | 175,345 | D | |
| Common StockF2 | Feb 4, 2016 | F | 2,620 | $9.54 | D | 172,725 | D | |
| Common StockF3,F4 | Feb 7, 2016 | F | 846 | $9.51 | D | 171,878 | D | |
| Common StockF5,F6 | Feb 7, 2016 | F | 1,830 | $9.51 | D | 170,048 | D |
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. Hynes was granted 6,657 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, 2016 and 2017. On February 4, 2016, 2,219 shares of such RSUs were settled and an additional 164 shares were issued to Mr. Hynes upon the delivery of the related dividend equivalent rights. In connection with this settlement, 762 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Hynes'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. Hynes was granted 21,348 RSUs representing the right to receive shares of Navient common stock in the future, which vest in one-third increments on February 4, 2015, 2016 and 2017. On February 4, 2016, 7,116 shares of such RSUs were settled and an additional 527 shares were issued to Mr. Hynes upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,620 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Hynes'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. Hynes was granted 4,802 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, 2,401 shares of such RSUs were settled and an additional 246.6042 shares were issued to Mr. Hynes upon the delivery of the related dividend equivalent rights. In connection with this settlement, 846 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Hynes's tax withholding obligations.
- F4Also reflects the disposition of 0.6042 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.
- F5As 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. Hynes was granted 9,678 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 February 7, 2016. On February 7, 2016, 4,839 shares of such RSUs were settled and an additional 496.0912 shares were issued to Mr. Hynes upon the vesting of the related dividend equivalent rights. In connection with this settlement, 1,830 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Hynes's tax withholding obligations.
- F6Also reflects the disposition of 0.0912 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.