SEC Form 4 · accession 0001127602-19-000792
NAVIENT CORP · NAVI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John F Remondi
Officer — Chief Executive Officer · Director
Period of report
Dec 31, 2018
Accepted (ET)
Jan 3, 2019 · 5:00 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 | Dec 31, 2018 | F | 2,605 | $8.81 | D | 1,817,281 | D | |
| Common Stock | Jan 3, 2019 | M | 1,000,000 | $6.523 | A | 2,817,281 | D | |
| Common StockF5 | Jan 3, 2019 | F | 828,578 | $9.20 | D | 1,988,703 | D | |
| Common Stock | holding | — | — | — | 250 | I | As custodian for child |
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) | $6.523 | Jan 3, 2019 | M | 1,000,000 | D | Apr 30, 2014 | Jan 8, 2019 | Common Stock | 1,000,000 | 0 | D |
Explanation of responses
- F1Represents shares withheld to satisfy the reporting person's various tax withholding requirements.
- F2Dividend equivalent rights (36,745.6938 units) issued on restricted stock units and performance stock units ("PSUs") are included in the reporting person's common stock holding balance.
- F3As previously reported on the Company's 2018 Proxy Statement on Form DEF 14A, the reporting person's common stock balance reflects the forfeiture of 92,393.3964 PSUs from the reporting person's beneficial ownership because the Company failed to meet the threshold performance level established for the PSUs granted for the 2015 - 2017 performance period.
- F4These transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person and represent exercises of stock options set to expire on January 8, 2019.
- F5Includes shares withheld for the payment of (i) the option exercise price and (ii) the payment of various tax withholding obligations.