SEC Form 4 · accession 0001127602-17-004441
NAVIENT CORP · NAVI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John M Kane
Officer — EVP & Group President
Period of report
Feb 3, 2017
Accepted (ET)
Feb 7, 2017 · 7:25 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 3, 2017 | F | 5,527 | $15.49 | D | 267,031 | D | |
| Common StockF3,F4 | Feb 4, 2017 | F | 858 | $15.49 | D | 266,173 | D | |
| Common StockF5,F6 | Feb 4, 2017 | F | 3,328 | $15.49 | D | 262,845 | D | |
| Common StockF7 | Feb 6, 2017 | A | 28,100 | $0.00 | A | 290,945 | D | |
| Common StockF8 | Feb 6, 2017 | A | 46,834 | $0.00 | A | 337,779 | D | |
| Common StockF9 | holding | — | — | — | 7,791 | I | By 401(k) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F10 | $15.48 | Feb 6, 2017 | A | 107,806 | A | — | Feb 6, 2022 | Common Stock | 107,806 | 107,806 | D |
Explanation of responses
- F1As previously reported, on February 3, 2016, Mr. Kane was granted 43,137 restricted stock units ("RSUs") under the Navient Corporation 2014 Omnibus Incentive Plan representing the right to receive shares of Navient Corporation ("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 3, 2017, 14,379 shares of such RSUs were settled and an additional 697 shares were issued to Mr. Kane upon the vesting of the related dividend equivalent rights. In connection with this settlement, 5,527 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Kane's tax withholding obligations.
- F10Grant of net-settled stock options under the Navient Corporation 2014 Omnibus Incentive Plan. These options vest in one-third increments on each of the first, second and third anniversaries of the grant date.
- F2Dividend equivalent rights issued on RSUs and performance stock units ("PSUs") are included in the reporting person's common stock holding balance. Each dividend equivalent right is the economic equivalent of one share of Navient Corporation common stock.
- F3As previously reported, in connection with the April 30, 2014 separation of 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. Kane was granted 7,220 vested 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, 2017, 2,407 shares of such RSUs were settled and an additional 304.3157 shares were issued to Mr. Kane upon the delivery of the related dividend equivalent rights. In connection with this settlement, 858 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Kane's tax withholding obligations.
- F4Also reflects the disposition of 0.3157 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. Kane was granted 26,092 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, 2017, 8,698 shares of such RSUs were settled and an additional 1,099.0553 shares were issued to Mr. Kane upon the vesting of the related dividend equivalent rights. In connection with this settlement, 3,328 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Kane's tax withholding obligations.
- F6Also reflects the disposition of 0.0553 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.
- F7Grant of RSUs under the Navient Corporation 2014 Omnibus Incentive Plan, which is classified as "Common Stock," as permitted, since the RSUs will be settled solely by delivery of shares of Navient common stock. These RSUs vest in one-third increments on each of the first, second and third anniversaries of the grant date.
- F8Grant of PSUs which is classified as "Common Stock," as permitted, since the PSUs will be settled solely by delivery of shares of the Company's common stock upon vesting. A specified percentage of this target award will vest and be settled based upon the satisfaction of certain performance conditions over a three-year performance period ending on the final day of fiscal year 2019. The performance conditions to be used shall be those approved by the Committee in connection with the Company's 2017 Long-Term Incentive Program and shall be set forth in the form of PSU award agreement approved by the Committee. Each vested PSU will be settled in shares of the Company's common stock.
- F9Between November 10, 2016, and February 6, 2017 Mr. Kane acquired 182.3634 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 6, 2017.