SEC Form 4 · accession 0001127602-16-042796

NAVIENT CORP · NAVI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1As previously reported, on February 18, 2015, Mr. Kane was granted 14,923 vested restricted stock units ("RSUs") under the Navient Corporation 2014 Omnibus Incentive Plan representing the right to receive shares of Navient common stock in the future, subject to transfer restrictions which lapse in one-third increments on each of the first, second and third anniversaries of the grant. On February 18, 2016, 4,751 shares of such RSUs were settled and an additional 203 shares were issued to Mr. Kane upon the delivery of the related dividend equivalent rights. In connection with this settlement, 1,628 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Kane's tax withholding obligations.
• F2As previously reported, on February 18, 2015, Mr. Kane was granted 10,854 RSUs under the Navient Corporation 2014 Omnibus Incentive Plan representing the right to receive shares of Navient common stock in the future, which vest in one-third increments on each of the first, second and third anniversaries of the grant. On February 18, 2016, 3,618 shares of such RSUs were settled and an additional 155 shares were issued to Mr. Kane upon the vesting of the related dividend equivalent rights. In connection with this settlement, 1,329 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Kane's tax withholding obligations.
• F3Between February 5, 2016, and February 18, 2016 Mr. Kane acquired 0.7702 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 18, 2016.