SEC Form 4 · accession 0001127602-16-042797

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. Hynes was granted 10,104 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, 3,249 shares of such RSUs were settled and an additional 139 shares were issued to Mr. Hynes upon the delivery of the related dividend equivalent rights. In connection with this settlement, 1,125 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, on February 18, 2015, Mr. Hynes was granted 6,697 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, 2,232 shares of such RSUs were settled and an additional 95 shares were issued to Mr. Hynes upon the vesting of the related dividend equivalent rights. In connection with this settlement, 827 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Hynes's tax withholding obligations.