JSM

SEC source: 0001127602-20-009464 · form4.xml · nonDerivative · entry 1

KANE JOHN M · CIK 0001605711 · EVP & Group President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 458,083.0818

F1 · shares: Represents performance stock units ("PSUs") awarded under the Navient Corporation 2014 Omnibus Incentive Plan and previously reported on February 6, 2017. Each PSU represents the right to receive one share of Navient Corporation ("Navient") common stock in the future, which target amount vests at a specified percentage and is settled based upon achieving certain performance conditions over a three-year performance period ending on the final day of fiscal year 2019. On January 30, 2020, the Compensation and Personnel Committee approved the achievement of the 2017 - 2019 PSUs at 109% of target resulting in the settling on March 2, 2020, of 51,049.06 shares of such PSUs and an additional 8,058.8536 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 22,137 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy the reporting person's tax withholding obligations.

F2 · balance_after: Reflects the disposition of 0.9136 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.

SEC source: 0001127602-20-006160 · form4.xml · derivative · entry 4

HELEEN MARK L · CIK 0001451729 · EVP & Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 79,868 shares

Expires 2021-02-03

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001127602-20-006160 · form4.xml · nonDerivative · entry 2

HELEEN MARK L · CIK 0001451729 · EVP & Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 289,533.3351

SEC source: 0001127602-20-006160 · form4.xml · nonDerivative · entry 1

HELEEN MARK L · CIK 0001451729 · EVP & Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 348,943.3351

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001127602-20-004340 · form4.xml · nonDerivative · entry 5

REMONDI JOHN F · CIK 0001109264 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,652,321.5419

F7 · shares: Grant 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 2022. The performance conditions to be used shall be those approved by the Committee in connection with the Company's 2020 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.

SEC source: 0001127602-20-004340 · form4.xml · nonDerivative · entry 4

REMONDI JOHN F · CIK 0001109264 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,439,556.5419

F6 · shares: Grant 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.

SEC source: 0001127602-20-004340 · form4.xml · nonDerivative · entry 3

REMONDI JOHN F · CIK 0001109264 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,297,713.5419

F4 · shares: As previously reported, on February 6, 2017, the reporting person was granted 77,519 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 date. On February 6, 2020, 24,753 shares of such RSUs were settled and an additional 3,907.7638 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 12,626 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

F5 · balance_after: Reflects the disposition of 0.7638 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.

SEC source: 0001127602-20-004349 · form4.xml · nonDerivative · entry 1

UNGER LAURA S · CIK 0001175992 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 40,898

F1 · shares: Grant of restricted stock to a non-employee director under the Navient Corporation 2014 Omnibus Incentive Plan. The restrictions lift on a quarterly basis subject to continued active service on the Navient Board of Directors as follows: 25% on the grant date (Feb 6, 2020); 25% on May 1, 2020; 25% on August 1, 2020; and 25% on November 1, 2020.

F2 · balance_after: Dividend equivalent rights accrued on previously unvested restricted stock awards are included in the reporting person's holding balance. Each dividend equivalent right is the economic equivalent of one share of Navient Corporation common stock.

SEC source: 0001127602-20-004338 · form4.xml · nonDerivative · entry 5

HAUBER STEPHEN M · CIK 0001710338 · EVP, Chief Risk&Compliance Off

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 147,628.2577

F8 · shares: Grant 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 2022. The performance conditions to be used shall be those approved by the Committee in connection with the Company's 2020 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.

SEC source: 0001127602-20-004338 · form4.xml · nonDerivative · entry 4

HAUBER STEPHEN M · CIK 0001710338 · EVP, Chief Risk&Compliance Off

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 129,898.2577

F7 · shares: Grant 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.

SEC source: 0001127602-20-004338 · form4.xml · nonDerivative · entry 3

HAUBER STEPHEN M · CIK 0001710338 · EVP, Chief Risk&Compliance Off

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 112,168.2577

F5 · shares: As previously reported, on February 6, 2017, the reporting person was granted 4,521 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 date. On February 6, 2020, 1,507 shares of such RSUs were settled and an additional 238.2055 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 516 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

F6 · balance_after: Reflects the disposition of 0.2055 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.

SEC source: 0001127602-20-004337 · form4.xml · nonDerivative · entry 5

HELEEN MARK L · CIK 0001451729 · EVP & Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 269,075.3351

F7 · shares: Grant 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 2022. The performance conditions to be used shall be those approved by the Committee in connection with the Company's 2020 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.

SEC source: 0001127602-20-004337 · form4.xml · nonDerivative · entry 4

HELEEN MARK L · CIK 0001451729 · EVP & Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 242,480.3351

F6 · shares: Grant 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.

SEC source: 0001127602-20-004337 · form4.xml · nonDerivative · entry 3

HELEEN MARK L · CIK 0001451729 · EVP & Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 215,885.3351

F4 · shares: As 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 common stock in the future, which vest in one-third increments on each of the first, second and third anniversaries of the grant date. On February 6, 2020, 4,845 shares of such RSUs were settled and an additional 765.6991 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 1,902 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

F5 · balance_after: Reflects the disposition of 0.6991 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.

SEC source: 0001127602-20-004348 · form4.xml · nonDerivative · entry 1

MILLS LINDA A · CIK 0001425725 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 76,002.4894

F1 · shares: Grant of restricted stock to a non-employee director under the Navient Corporation 2014 Omnibus Incentive Plan. The restrictions lift on a quarterly basis subject to continued active service on the Navient Board of Directors as follows: 25% on the grant date (Feb 6, 2020); 25% on May 1, 2020; 25% on August 1, 2020; and 25% on November 1, 2020.

F2 · balance_after: Includes 2,141.7913 shares acquired pursuant to a dividend reinvestment plan exempt from reporting pursuant to Rule 16a-11.

SEC source: 0001127602-20-004341 · form4.xml · derivative · entry 1

KLANE LARRY A · CIK 0001238036 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,219.8582

Underlying: Common Stock · 9,219.8582 shares

Expires not disclosed

F1 · derivative.exercise_price: Phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors. Phantom stock units are settled in shares of Navient Corporation common stock, on a one-to-one basis, upon the reporting person's separation from service. The phantom stock units will vest with continued active service on the Navient Board of Directors as follows: 25% will vest on the grant date (Feb 6, 2020); 25% will vest on May 1, 2020; 25% will vest on August 1, 2020; and 25% will vest on November 1, 2020.

F1 · price: Phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors. Phantom stock units are settled in shares of Navient Corporation common stock, on a one-to-one basis, upon the reporting person's separation from service. The phantom stock units will vest with continued active service on the Navient Board of Directors as follows: 25% will vest on the grant date (Feb 6, 2020); 25% will vest on May 1, 2020; 25% will vest on August 1, 2020; and 25% will vest on November 1, 2020.

F1 · derivative.exercise_date: Phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors. Phantom stock units are settled in shares of Navient Corporation common stock, on a one-to-one basis, upon the reporting person's separation from service. The phantom stock units will vest with continued active service on the Navient Board of Directors as follows: 25% will vest on the grant date (Feb 6, 2020); 25% will vest on May 1, 2020; 25% will vest on August 1, 2020; and 25% will vest on November 1, 2020.

F1 · derivative.expiration_date: Phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors. Phantom stock units are settled in shares of Navient Corporation common stock, on a one-to-one basis, upon the reporting person's separation from service. The phantom stock units will vest with continued active service on the Navient Board of Directors as follows: 25% will vest on the grant date (Feb 6, 2020); 25% will vest on May 1, 2020; 25% will vest on August 1, 2020; and 25% will vest on November 1, 2020.

SEC source: 0001127602-20-004336 · form4.xml · derivative · entry 1

BOWEN MARJORIE L. · CIK 0001475648 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 16,827.903

Underlying: Common Stock · 9,219.8582 shares

Expires not disclosed

F1 · derivative.exercise_price: Phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors. Phantom stock units are settled in shares of Navient Corporation common stock, on a one-to-one basis, upon the reporting person's separation from service. The phantom stock units will vest with continued active service on the Navient Board of Directors as follows: 25% will vest on the grant date (Feb 6, 2020); 25% will vest on May 1, 2020; 25% will vest on August 1, 2020; and 25% will vest on November 1, 2020.

F1 · price: Phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors. Phantom stock units are settled in shares of Navient Corporation common stock, on a one-to-one basis, upon the reporting person's separation from service. The phantom stock units will vest with continued active service on the Navient Board of Directors as follows: 25% will vest on the grant date (Feb 6, 2020); 25% will vest on May 1, 2020; 25% will vest on August 1, 2020; and 25% will vest on November 1, 2020.

F1 · derivative.exercise_date: Phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors. Phantom stock units are settled in shares of Navient Corporation common stock, on a one-to-one basis, upon the reporting person's separation from service. The phantom stock units will vest with continued active service on the Navient Board of Directors as follows: 25% will vest on the grant date (Feb 6, 2020); 25% will vest on May 1, 2020; 25% will vest on August 1, 2020; and 25% will vest on November 1, 2020.

F1 · derivative.expiration_date: Phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors. Phantom stock units are settled in shares of Navient Corporation common stock, on a one-to-one basis, upon the reporting person's separation from service. The phantom stock units will vest with continued active service on the Navient Board of Directors as follows: 25% will vest on the grant date (Feb 6, 2020); 25% will vest on May 1, 2020; 25% will vest on August 1, 2020; and 25% will vest on November 1, 2020.

F2 · balance_after: Dividends accrued on phantom stock units pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors are included in the reporting person's holding balance.

SEC source: 0001127602-20-004333 · form4.xml · nonDerivative · entry 1

ARNOLD FREDERICK · CIK 0001516604 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 28,551

F1 · shares: Grant of restricted stock to a non-employee director under the Navient Corporation 2014 Omnibus Incentive Plan. The restrictions lift on a quarterly basis subject to continued active service on the Navient Board of Directors as follows: 25% on the grant date (Feb 6, 2020); 25% on May 1, 2020; 25% on August 1, 2020; and 25% on November 1, 2020.

F2 · balance_after: Dividend equivalent rights accrued on previously unvested restricted stock awards are included in the reporting person's beneficial ownership balance. Each dividend equivalent right is the economic equivalent of one share of Navient Corporation common stock.

SEC source: 0001127602-20-004343 · form4.xml · derivative · entry 1

THOMPSON JANE J. · CIK 0001551788 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 60,511.4584

Underlying: Common Stock · 9,219.8582 shares

Expires not disclosed

F1 · derivative.exercise_price: Phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors. Phantom stock units are settled in shares of Navient Corporation common stock, on a one-to-one basis, upon the reporting person's separation from service. The phantom stock units will vest with continued active service on the Navient Board of Directors as follows: 25% will vest on the grant date (Feb 6, 2020); 25% will vest on May 1, 2020; 25% will vest on August 1, 2020; and 25% will vest on November 1, 2020.

F1 · price: Phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors. Phantom stock units are settled in shares of Navient Corporation common stock, on a one-to-one basis, upon the reporting person's separation from service. The phantom stock units will vest with continued active service on the Navient Board of Directors as follows: 25% will vest on the grant date (Feb 6, 2020); 25% will vest on May 1, 2020; 25% will vest on August 1, 2020; and 25% will vest on November 1, 2020.

F1 · derivative.exercise_date: Phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors. Phantom stock units are settled in shares of Navient Corporation common stock, on a one-to-one basis, upon the reporting person's separation from service. The phantom stock units will vest with continued active service on the Navient Board of Directors as follows: 25% will vest on the grant date (Feb 6, 2020); 25% will vest on May 1, 2020; 25% will vest on August 1, 2020; and 25% will vest on November 1, 2020.

F1 · derivative.expiration_date: Phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors. Phantom stock units are settled in shares of Navient Corporation common stock, on a one-to-one basis, upon the reporting person's separation from service. The phantom stock units will vest with continued active service on the Navient Board of Directors as follows: 25% will vest on the grant date (Feb 6, 2020); 25% will vest on May 1, 2020; 25% will vest on August 1, 2020; and 25% will vest on November 1, 2020.

F2 · balance_after: Dividends accrued on phantom stock units pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors are included in the reporting person's holding balance.

SEC source: 0001127602-20-004346 · form4.xml · nonDerivative · entry 1

YOWAN DAVID L. · CIK 0001702781 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 29,475

F1 · shares: Grant of restricted stock to a non-employee director under the Navient Corporation 2014 Omnibus Incentive Plan. The restrictions lift on a quarterly basis subject to continued active service on the Navient Board of Directors as follows: 25% on the grant date (Feb 6, 2020); 25% on May 1, 2020; 25% on August 1, 2020; and 25% on November 1, 2020.

F2 · balance_after: Dividend equivalent rights issued on previously unvested restricted stock awards are included in the reporting person's common stock holding balance.

SEC source: 0001127602-20-004345 · form4.xml · nonDerivative · entry 1

LEHMAN KATHERINE A · CIK 0001625472 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 59,565

F1 · shares: Grant of restricted stock to a non-employee director under the Navient Corporation 2014 Omnibus Incentive Plan. The restrictions lift on a quarterly basis subject to continued active service on the Navient Board of Directors as follows: 25% on the grant date (Feb 6, 2020); 25% on May 1, 2020; 25% on August 1, 2020; and 25% on November 1, 2020.

F2 · balance_after: Dividend equivalent rights accrued on previously unvested restricted stock awards are included in the reporting person's holding balance. Each dividend equivalent right is the economic equivalent of one share of Navient Corporation common stock.

SEC source: 0001127602-20-004342 · form4.xml · nonDerivative · entry 4

LOWN CHRISTIAN M. · CIK 0001701994 · EVP & Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 316,849.5319

F5 · shares: Grant 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 2022. The performance conditions to be used shall be those approved by the Committee in connection with the Company's 2020 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.

SEC source: 0001127602-20-004342 · form4.xml · nonDerivative · entry 3

LOWN CHRISTIAN M. · CIK 0001701994 · EVP & Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 274,296.5319

F4 · shares: Grant 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.

SEC source: 0001127602-20-004339 · form4.xml · derivative · entry 1

CABRAL ANNA ESCOBEDO · CIK 0001627381 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 42,732.6777

Underlying: Common Stock · 9,219.8582 shares

Expires not disclosed

F1 · derivative.exercise_price: Phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors. Phantom stock units are settled in shares of Navient Corporation common stock, on a one-to-one basis, upon the reporting person's distribution elections or separation from service. The phantom stock units will vest with continued active service on the Navient Board of Directors as follows: 25% will vest on the grant date (Feb 6, 2020); 25% will vest on May 1, 2020; 25% will vest on August 1, 2020; and 25% will vest on November 1, 2020.

F1 · price: Phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors. Phantom stock units are settled in shares of Navient Corporation common stock, on a one-to-one basis, upon the reporting person's distribution elections or separation from service. The phantom stock units will vest with continued active service on the Navient Board of Directors as follows: 25% will vest on the grant date (Feb 6, 2020); 25% will vest on May 1, 2020; 25% will vest on August 1, 2020; and 25% will vest on November 1, 2020.

F1 · derivative.exercise_date: Phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors. Phantom stock units are settled in shares of Navient Corporation common stock, on a one-to-one basis, upon the reporting person's distribution elections or separation from service. The phantom stock units will vest with continued active service on the Navient Board of Directors as follows: 25% will vest on the grant date (Feb 6, 2020); 25% will vest on May 1, 2020; 25% will vest on August 1, 2020; and 25% will vest on November 1, 2020.

F1 · derivative.expiration_date: Phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors. Phantom stock units are settled in shares of Navient Corporation common stock, on a one-to-one basis, upon the reporting person's distribution elections or separation from service. The phantom stock units will vest with continued active service on the Navient Board of Directors as follows: 25% will vest on the grant date (Feb 6, 2020); 25% will vest on May 1, 2020; 25% will vest on August 1, 2020; and 25% will vest on November 1, 2020.

F2 · balance_after: Dividends accrued on phantom stock units pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors are included in the reporting person's holding balance.

SEC source: 0001127602-20-004334 · form4.xml · nonDerivative · entry 5

KANE JOHN M · CIK 0001605711 · EVP & Group President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 475,340.5255

F8 · shares: Grant 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 2022. The performance conditions to be used shall be those approved by the Committee in connection with the Company's 2020 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.

SEC source: 0001127602-20-004334 · form4.xml · nonDerivative · entry 4

KANE JOHN M · CIK 0001605711 · EVP & Group President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 439,880.5255

F7 · shares: Grant 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.

SEC source: 0001127602-20-004334 · form4.xml · nonDerivative · entry 3

KANE JOHN M · CIK 0001605711 · EVP & Group President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 404,420.5255

F5 · shares: As previously reported, on February 6, 2017, the reporting person was granted 28,100 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 date. On February 6, 2020, 9,367 shares of such RSUs were settled and an additional 1,479.5237 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 3,494 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

F6 · balance_after: Reflects the disposition of 0.5237 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.

SEC source: 0001127602-20-004340 · form4.xml · nonDerivative · entry 2

REMONDI JOHN F · CIK 0001109264 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,310,340.3057

F3 · shares: As previously reported, on February 5, 2019, the reporting person was granted 174,825 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 date. On February 5, 2020, 55,825 shares of such RSUs were settled and an additional 2,815 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 18,291 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

SEC source: 0001127602-20-004340 · form4.xml · nonDerivative · entry 1

REMONDI JOHN F · CIK 0001109264 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,328,631.3057

F1 · shares: As previously reported, on February 5, 2018, the reporting person was granted 58,694 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 date. On February 5, 2020, 18,742 shares of such RSUs were settled and an additional 2,017 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 6,032 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.

F2 · balance_after: Dividend 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.

SEC source: 0001127602-20-004338 · form4.xml · nonDerivative · entry 2

HAUBER STEPHEN M · CIK 0001710338 · EVP, Chief Risk&Compliance Off

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 112,684.4632

F4 · shares: As previously reported, on February 5, 2019, the reporting person was granted 21,853 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 date. On February 5, 2020, 7,284 shares of such RSUs were settled and an additional 363 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,502 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

SEC source: 0001127602-20-004338 · form4.xml · nonDerivative · entry 1

HAUBER STEPHEN M · CIK 0001710338 · EVP, Chief Risk&Compliance Off

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 115,186.4632

F1 · shares: As previously reported, on February 5, 2018, the reporting person was granted 7,336 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 date. On February 5, 2020, 2,446 shares of such RSUs were settled and an additional 263 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 960 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.

F2 · balance_after: Dividend 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.

F3 · balance_after: The reporting person's common stock balance includes 626 shares acquired under the Navient Corporation Employee Stock Purchase Plan.

SEC source: 0001127602-20-004337 · form4.xml · nonDerivative · entry 2

HELEEN MARK L · CIK 0001451729 · EVP & Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 217,788.0342

F3 · shares: As previously reported, on February 5, 2019, the reporting person was granted 32,779 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 date. On February 5, 2020, 10,463 shares of such RSUs were settled and an additional 527 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 3,244 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

SEC source: 0001127602-20-004337 · form4.xml · nonDerivative · entry 1

HELEEN MARK L · CIK 0001451729 · EVP & Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 221,032.0342

F1 · shares: As previously reported, on February 5, 2018, the reporting person was granted 11,005 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 date. On February 5, 2020, 3,669 shares of such RSUs were settled and an additional 395 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 1,511 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.

F2 · balance_after: Dividend 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.

SEC source: 0001127602-20-004342 · form4.xml · nonDerivative · entry 2

LOWN CHRISTIAN M. · CIK 0001701994 · EVP & Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 231,743.5319

F3 · shares: As previously reported, on February 5, 2019, the reporting person was granted 52,447 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 date. On February 5, 2020, 17,482 shares of such RSUs were settled and an additional 872 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 6,497 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

SEC source: 0001127602-20-004342 · form4.xml · nonDerivative · entry 1

LOWN CHRISTIAN M. · CIK 0001701994 · EVP & Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 238,240.5319

F1 · shares: As previously reported, on February 5, 2018, the reporting person was granted 17,608 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 date. On February 5, 2020, 5,870 shares of such RSUs were settled and an additional 632 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,658 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.

F2 · balance_after: Dividend 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.

SEC source: 0001127602-20-004334 · form4.xml · nonDerivative · entry 2

KANE JOHN M · CIK 0001605711 · EVP & Group President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 407,915.0492

F4 · shares: As previously reported, on February 5, 2019, the reporting person was granted 43,706 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 date. On February 5, 2020, 14,568 shares of such RSUs were settled and an additional 727 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 4,895 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

SEC source: 0001127602-20-004334 · form4.xml · nonDerivative · entry 1

KANE JOHN M · CIK 0001605711 · EVP & Group President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 412,810.0492

F1 · shares: As previously reported, on February 5, 2018, the reporting person was granted 19,075 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 date. On February 5, 2020, 6,359 shares of such RSUs were settled and an additional 684 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,583 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.

F2 · balance_after: Dividend 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.

F3 · balance_after: The reporting person's common stock balance includes 534 shares acquired under the Navient Corporation Employee Stock Purchase Plan.

SEC source: 0001127602-19-034769 · form4.xml · nonDerivative · entry 1

REMONDI JOHN F · CIK 0001109264 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,325,001.5305

F1 · shares: Represents shares withheld to satisfy the reporting person's various tax withholding requirements.

F2 · balance_after: Dividend equivalent rights (30,322.1078 units) issued on restricted stock units and performance stock units ("PSUs") are included in the reporting person's common stock holding balance.

SEC source: 0001127602-19-034766 · form4.xml · nonDerivative · entry 1

HELEEN MARK L · CIK 0001451729 · EVP & Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 220,922.4739

F1 · shares: Represents shares withheld to satisfy the reporting person's various tax withholding requirements.

F2 · balance_after: Dividend equivalent rights (5,085.8983 units) issued on restricted stock units and performance stock units ("PSUs") are included in the reporting person's common stock holding balance.

SEC source: 0001104659-19-041870 · a4.xml · nonDerivative · entry 1

CANYON CAPITAL ADVISORS LLC · CIK 0001074034 · 10% owner

Julis Mitchell R · CIK 0001766581 · 10% owner

Friedman Joshua S · CIK 0001766767 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 22,149,480

F1 · ownership.nature: This Form 4 is being filed jointly by Canyon Capital Advisors LLC, a Delaware limited liability company ("CCA"), Mitchell R. Julis, a citizen of the United States of America, and Joshua S. Friedman, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). The business address of each of the Reporting Persons is 2000 Avenue of the Stars, 11th Floor, Los Angeles, CA 90067.

F2 · ownership.nature: CCA, as the investment advisor to certain managed accounts that directly hold the Subject Securities, including Canyon Value Realization Fund, L.P., The Canyon Value Realization Master Fund (Cayman), L.P., Canyon Value Realization Fund MAC 18, Ltd., Canyon Balanced Master Fund, Ltd., Canyon-GRF Master Fund II, L.P., Canyon Distressed Opportunity Master Fund II, L.P., EP Canyon Ltd. and Canyon NZ-DOF Investing, L.P., may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Mitchell R. Julis and Joshua S. Friedman, as persons who manage CCA and control the entities which own 100% of CCA, may each be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims beneficial ownership of the Subject Securities except to the extent of any pecuniary interest therein.

SEC source: 0001127602-19-021238 · form4.xml · nonDerivative · entry 1

MILLS LINDA A · CIK 0001425725 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 60,031.6981

F1 · shares: Award grant issued pursuant to the Navient Corporation 2014 Omnibus Incentive Plan (the "Plan"). Pursuant to the Plan, the reporting person received a grant of 3,315 shares of fully vested common stock.

F2 · balance_after: Dividend equivalent rights accrued on previously unvested restricted stock awards are included in the reporting person's holding balance. Each dividend equivalent right is the economic equivalent of one share of Navient Corporation common stock.

F3 · balance_after: Includes 601.4818 shares acquired pursuant to a dividend reinvestment plan exempt from reporting pursuant to Rule 16a-11.

SEC source: 0001127602-19-019070 · form4.xml · nonDerivative · entry 1

HAUBER STEPHEN M · CIK 0001710338 · EVP, Chief Risk&Compliance Off

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 112,506.2026

F1 · price: Represents the weighted average price per share of stock sold by the reporting person between $13.635 and $13.63. The reporting person undertakes to provide to Navient Corporation, any security holder of Navient Corporation or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

F2 · balance_after: Dividend equivalent rights issued on restricted stock units ("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.

SEC source: 0001127602-19-018162 · form4.xml · nonDerivative · entry 1

KLANE LARRY A · CIK 0001238036 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,342

F1 · shares: Grant of restricted stock to a non-employee director under the Navient Corporation 2014 Omnibus Incentive Plan. The restricted stock will vest if the reporting person is elected as a director at the Company's 2019 annual meeting of shareholders, which meeting is currently scheduled for June 6, 2019.

SEC source: 0001127602-19-018161 · form4.xml · derivative · entry 1

BOWEN MARJORIE L. · CIK 0001475648 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,342.7874

Underlying: Common Stock · 7,342.7874 shares

Expires not disclosed

F1 · derivative.exercise_price: Phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors. Phantom stock units are settled in shares of Navient Corporation common stock, on a one-to-one basis, upon the reporting person's separation from service. The phantom stock units will vest if the reporting person is elected as a director at the Company's 2019 annual meeting of shareholders, which meeting is currently scheduled for June 6, 2019.

F1 · price: Phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors. Phantom stock units are settled in shares of Navient Corporation common stock, on a one-to-one basis, upon the reporting person's separation from service. The phantom stock units will vest if the reporting person is elected as a director at the Company's 2019 annual meeting of shareholders, which meeting is currently scheduled for June 6, 2019.

F1 · derivative.exercise_date: Phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors. Phantom stock units are settled in shares of Navient Corporation common stock, on a one-to-one basis, upon the reporting person's separation from service. The phantom stock units will vest if the reporting person is elected as a director at the Company's 2019 annual meeting of shareholders, which meeting is currently scheduled for June 6, 2019.

F1 · derivative.expiration_date: Phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors. Phantom stock units are settled in shares of Navient Corporation common stock, on a one-to-one basis, upon the reporting person's separation from service. The phantom stock units will vest if the reporting person is elected as a director at the Company's 2019 annual meeting of shareholders, which meeting is currently scheduled for June 6, 2019.

SEC source: 0001127602-19-013537 · form4.xml · nonDerivative · entry 1

LOWN CHRISTIAN M. · CIK 0001701994 · EVP & Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 233,954.462

F1 · shares: As previously reported, on March 27, 2017, the reporting person was granted 71,428 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 March 27, 2019, 23,810 shares of such RSUs were settled and an additional 2,516 shares were issued to the reporting person upon the delivery of the related dividend equivalent rights. In connection with this settlement, 10,908 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.

F2 · balance_after: Dividend 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.

SEC source: 0001127602-19-009474 · form4.xml · nonDerivative · entry 1

REMONDI JOHN F · CIK 0001109264 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,302,308.4227

F1 · shares: Represents performance stock units ("PSUs") awarded under the Navient Corporation 2014 Omnibus Incentive Plan and previously reported on February 3, 2016. Each PSU represents the right to receive one share of Navient Corporation ("Navient") common stock in the future, which target amount vests at a specified percentage and is settled based upon achieving certain performance conditions over a three-year performance period ending on the final day of fiscal year 2018. On January 30, 2019, the Compensation and Personnel Committee approved the achievement of the 2016 - 2018 PSUs at 125% of target resulting in the settling on February 28, 2019, of 262,177.50 shares of such PSUs and an additional 40,971.1558 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 140,785 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy the reporting person's tax withholding obligations.

F2 · balance_after: Reflects the disposition of 0.6558 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.

SEC source: 0001127602-19-009461 · form4.xml · nonDerivative · entry 1

HAUBER STEPHEN M · CIK 0001710338 · EVP, Chief Risk&Compliance Off

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 120,411.0072

F1 · shares: Represents performance stock units ("PSUs") awarded under the Navient Corporation 2014 Omnibus Incentive Plan and previously reported on February 3, 2016. Each PSU represents the right to receive one share of Navient Corporation ("Navient") common stock in the future, which target amount vests at a specified percentage and is settled based upon achieving certain performance conditions over a three-year performance period ending on the final day of fiscal year 2018. On January 30, 2019, the Compensation and Personnel Committee approved the achievement of the 2016 - 2018 PSUs at 125% of target resulting in the settling on February 28, 2019, of 23,828.75 shares of such PSUs and an additional 3,724.6326 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 8,294 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy the reporting person's tax withholding obligations.

F2 · balance_after: Reflects the disposition of 0.3826 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.

SEC source: 0001127602-19-009467 · form4.xml · nonDerivative · entry 1

HELEEN MARK L · CIK 0001451729 · EVP & Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 216,624.5756

F1 · shares: Represents performance stock units ("PSUs") awarded under the Navient Corporation 2014 Omnibus Incentive Plan and previously reported on February 3, 2016. Each PSU represents the right to receive one share of Navient Corporation ("Navient") common stock in the future, which target amount vests at a specified percentage and is settled based upon achieving certain performance conditions over a three-year performance period ending on the final day of fiscal year 2018. On January 30, 2019, the Compensation and Personnel Committee approved the achievement of the 2016 - 2018 PSUs at 125% of target resulting in the settling on February 28, 2019, of 41,190 shares of such PSUs and an additional 6,438.3413 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 21,129 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy the reporting person's tax withholding obligations.

F2 · balance_after: Reflects the disposition of 0.3413 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.

SEC source: 0001127602-19-009455 · form4.xml · nonDerivative · entry 1

KANE JOHN M · CIK 0001605711 · EVP & Group President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 404,223.1644

F1 · shares: Represents performance stock units ("PSUs") awarded under the Navient Corporation 2014 Omnibus Incentive Plan and previously reported on February 3, 2016. Each PSU represents the right to receive one share of Navient Corporation ("Navient") common stock in the future, which target amount vests at a specified percentage and is settled based upon achieving certain performance conditions over a three-year performance period ending on the final day of fiscal year 2018. On January 30, 2019, the Compensation and Personnel Committee approved the achievement of the 2016 - 2018 PSUs at 125% of target resulting in the settling on February 28, 2019, of 89,868.75 shares of such PSUs and an additional 14,047.2365 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 49,049 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy the reporting person's tax withholding obligations.

F2 · balance_after: Reflects the disposition of 0.9865 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.

SEC source: 0001127602-19-004604 · form4.xml · nonDerivative · entry 4

REMONDI JOHN F · CIK 0001109264 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,382,476.3473

F4 · shares: As previously reported, on February 6, 2017, the reporting person was granted 77,519 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, 24,754 shares of such RSUs were settled and an additional 2,545 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 12,040 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.