SEC Form 4 · accession 0001127602-16-040105
NAVIENT CORP · NAVI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Somsak Chivavibul
Officer — EVP & Chief Financial Officer
Period of report
Feb 4, 2016
Accepted (ET)
Feb 8, 2016 · 8:49 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 | Feb 4, 2016 | F | 755 | $9.54 | D | 243,493 | D | |
| Common StockF3 | Feb 4, 2016 | F | 2,570 | $9.54 | D | 240,923 | D | |
| Common StockF4 | holding | — | — | — | 29,650 | I | By 401(k) | |
| Common Stock | holding | — | — | — | 2,098 | I | By Spouse |
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. Chivavibul was granted 4,488 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 4, 2015 and February 4, 2016. On February 4, 2016, 2,244 shares of such RSUs were settled and an additional 166.5787 shares were issued to Mr. Chivavibul upon the delivery of the related dividend equivalent rights. In connection with this settlement, 755 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Chivavibul's tax withholding obligations.
- F2Also reflects the disposition of 0.5787 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.
- 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. Chivavibul 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, February 4, 2016 and February 4, 2017. On February 4, 2016, 7,116 shares of such RSUs were settled and an additional 527 shares were issued to Mr. Chivavibul upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,570 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Chivavibul's tax withholding obligations.
- F4Between February 4, 2016, and February 5, 2016, Mr. Chivavibul acquired 12.8123 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 5, 2016.