SEC Form 4 · accession 0001127602-19-004610
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 5, 2019
Accepted (ET)
Feb 7, 2019 · 5:18 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 | Feb 5, 2019 | A | 32,779 | $0.00 | A | 198,345 | D | |
| Common StockF2 | Feb 5, 2019 | A | 32,779 | $0.00 | A | 231,124 | D | |
| Common StockF3 | Feb 5, 2019 | F | 1,213 | $11.44 | D | 229,911 | D | |
| Common StockF4 | Feb 6, 2019 | F | 1,683 | $11.42 | D | 228,228 | D | |
| Common StockF5 | holding | — | — | — | 7,418 | I | By 401(k) |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Grant of restricted stock units ("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.
- F2Grant of Performance Stock Units ("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 2021. The performance conditions to be used shall be those approved by the Committee in connection with the Company's 2019 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.
- F3As previously reported, on February 5, 2018, the reporting person was granted 11,005 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 5, 2019, 3,668 shares of such RSUs were settled and an additional 201 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 1,213 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.
- F4As previously reported, on February 6, 2017, the reporting person was granted 14,534 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 6, 2019, 4,845 shares of such RSUs were settled and an additional 498 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 1,683 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.
- F5Between February 3, 2019, and February 6, 2019, the reporting person acquired 22.7466 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 6, 2019.