SEC Form 4 · accession 0001127602-19-004173

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 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, 2019, 6,590 shares of such RSUs were settled and an additional 1,030.5709 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,833 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy the reporting person's tax withholding obligations.
• F2Reflects the disposition of 0.5709 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.
• F3Dividend 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.
• F4The reporting person's common stock balance includes 598 shares acquired under the Navient Corporation Employee Stock Purchase Plan.
• F5As previously reported on the Company's 2018 Proxy Statement on Form DEF 14A, the reporting person's common stock balance reflects the forfeiture of 14,518.9460 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.
• F6Between February 18, 2018, and February 3, 2019, the reporting person acquired 424.6011 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 3, 2019.