SEC Form 4 · accession 0001127602-18-004385
NAVIENT CORP · NAVI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark L Heleen
Officer — EVP & Chief Legal Officer
Period of report
Feb 3, 2018
Accepted (ET)
Feb 6, 2018 · 6:11 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,F3 | Feb 3, 2018 | F | 2,672 | $14.21 | D | 139,538 | D | |
| Common StockF4 | Feb 5, 2018 | A | 11,005 | $0.00 | A | 150,543 | D | |
| Common StockF5 | Feb 5, 2018 | A | 27,512 | $0.00 | A | 178,055 | D | |
| Common StockF6 | holding | — | — | — | 6,727 | 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)F7 | $13.63 | Feb 5, 2018 | A | 86,872 | A | — | Feb 5, 2023 | Common Stock | 86,872 | 86,872 | D |
Explanation of responses
- F1As previously reported, on February 3, 2016, the reporting person was granted 19,771 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, 2018, 6,591 shares of such RSUs were settled and an additional 633 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,672 shares were withheld by Navient, as approved by the Navient Compensation and Personnel Committee (the "Committee"), to satisfy the reporting person's tax withholding obligations.
- 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.
- F3The reporting person's common stock balance includes 571 shares acquired under the Navient Corporation Employee Stock Purchase Plan.
- F4Grant 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.
- F5Grant 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 2020. The performance conditions to be used shall be those approved by the Committee in connection with the Company's 2018 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.
- F6Between June 19, 2017, and February 5, 2018, the reporting person acquired 189.8834 share equivalents of Navient common stock under the Navient 401(k) Savings Plan. The information in this report is based on the reporting person's actual account balance as of February 5, 2018.
- F7Grant 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.