HYNES TIMOTHY J IV

SEC source: 0001127602-17-016432 · form4.xml · nonDerivative · entry 1

HYNES TIMOTHY J IV · CIK 0001605706 · EVP, Chief Risk&Compliance Off

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 215,489.114

F1 · shares: As previously reported, on May 1, 2014, the reporting person was granted 5,882 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. On May 1, 2017, 1,961 shares of such RSUs were settled and an additional 258.8590 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 1,086 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: Dividend equivalent rights issued on unvested RSUs and PSUs are included in the reporting person's common stock holding balance.

F3 · balance_after: Also reflects the disposition of 0.8590 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: 0001127602-17-007530 · form4.xml · nonDerivative · entry 2

HYNES TIMOTHY J IV · CIK 0001605706 · EVP, Chief Risk&Compliance Off

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 214,990.5369

F2 · shares: As previously reported, on February 18, 2015, Mr. Hynes was granted 6,697 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. On February 18, 2017, 2,233 shares of such RSUs were settled and an additional 209 shares were issued to Mr. Hynes upon the vesting of the related dividend equivalent rights. In connection with this settlement, 898 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Hynes's tax withholding obligations.

SEC source: 0001127602-17-007530 · form4.xml · nonDerivative · entry 1

HYNES TIMOTHY J IV · CIK 0001605706 · EVP, Chief Risk&Compliance Off

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 215,888.5369

F1 · shares: As previously reported, on February 18, 2015, Mr. Hynes was granted 10,104 vested 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, subject to transfer restrictions which lapse in one-third increments on each of the first, second and third anniversaries of the grant. On February 18, 2017, 3,249 shares of such RSUs were settled and an additional 303 shares were issued to Mr. Hynes upon the delivery of the related dividend equivalent rights. In connection with this settlement, 1,524 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Hynes's tax withholding obligations.

SEC source: 0001127602-17-004442 · form4.xml · derivative · entry 6

HYNES TIMOTHY J IV · CIK 0001605706 · EVP, Chief Risk&Compliance Off

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 74,349

Underlying: Common Stock · 74,349 shares

Expires 2022-02-06

F9 · derivative.exercise_date: Grant 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.

SEC source: 0001127602-17-004442 · form4.xml · nonDerivative · entry 5

HYNES TIMOTHY J IV · CIK 0001605706 · EVP, Chief Risk&Compliance Off

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 217,412.5369

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 2019. The performance conditions to be used shall be those approved by the Committee in connection with the Company's 2017 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: 0001127602-17-004442 · form4.xml · nonDerivative · entry 4

HYNES TIMOTHY J IV · CIK 0001605706 · EVP, Chief Risk&Compliance Off

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 185,113.5369

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: 0001127602-17-004442 · form4.xml · nonDerivative · entry 3

HYNES TIMOTHY J IV · CIK 0001605706 · EVP, Chief Risk&Compliance Off

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 165,734.5369

F5 · shares: As previously reported, in connection with the April 30, 2014 separation of Navient from SLM, Navient established the Navient Corporation 2014 Omnibus Incentive Plan and issued new Navient equity awards to holders of outstanding SLM equity awards in order to maintain the intrinsic value of prior SLM award grants. On April 30, 2014, Mr. Hynes was granted 21,348 RSUs representing the right to receive shares of Navient common stock in the future, which vest in one-third increments on February 4, 2015, 2016 and 2017. On February 4, 2017, 7,116 shares of such RSUs were settled and an additional 899.4492 shares were issued to Mr. Hynes upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,746 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Hynes's tax withholding obligations.

F6 · balance_after: Also reflects the disposition of 0.4492 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: 0001127602-17-004442 · form4.xml · nonDerivative · entry 2

HYNES TIMOTHY J IV · CIK 0001605706 · EVP, Chief Risk&Compliance Off

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 168,480.9861

F3 · shares: As previously reported, in connection with the April 30, 2014 separation of Navient from SLM Corporation ("SLM"), Navient established the Navient Corporation 2014 Omnibus Incentive Plan and issued new Navient equity awards to holders of outstanding SLM equity awards in order to maintain the intrinsic value of prior SLM award grants. On April 30, 2014, Mr. Hynes was granted 6,657 vested RSUs representing the right to receive shares of Navient common stock in the future, subject to transfer restrictions which lapse in one-third increments on February 4, 2015, 2016 and 2017. On February 4, 2017, 2,219 shares of such RSUs were settled and an additional 281.1321 shares were issued to Mr. Hynes upon the delivery of the related dividend equivalent rights. In connection with this settlement, 799 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Hynes's tax withholding obligations.

F4 · balance_after: Also reflects the disposition of 0.1321 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: 0001127602-17-004442 · form4.xml · nonDerivative · entry 1

HYNES TIMOTHY J IV · CIK 0001605706 · EVP, Chief Risk&Compliance Off

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 169,280.1182

F1 · shares: As previously reported, on February 3, 2016, Mr. Hynes was granted 28,758 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, 2017, 9,586 shares of such RSUs were settled and an additional 464 shares were issued to Mr. Hynes upon the vesting of the related dividend equivalent rights. In connection with this settlement, 3,824 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Hynes'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.