SEC Form 4 · accession 0001127602-17-016431

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 May 1, 2014, the reporting person was granted 17,647 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 May 1, 2017, 5,882 shares of such RSUs were settled and an additional 775.4188 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 3,233 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy the reporting person's tax withholding obligations.
• F2The reporting person's common stock balance includes 551 shares acquired under the Navient Corporation Employee Stock Purchase Plan not previously reported.
• F3Dividend equivalent rights issued on unvested RSUs and PSUs are included in the reporting person's common stock holding balance.
• F4Also reflects the disposition of 0.4188 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.
• F5Between February 20, 2017, and May 1, 2017, the reporting person acquired 94.6460 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 May 1, 2017.