Form Type: 4

SEC EDGAR Link
Acccession Number:0001127602-20-004342
Date:2020-02-05
Issuer: NAVIENT CORP (NAVI)
Original Submission Date:

Reporting Person:

LOWN CHRISTIAN M.
123 S. JUSTISON STREET
WILMINGTON, DE 19801

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2020-02-05 F 2,658 d $14.07 238,241 direct
COMMON STOCK 2020-02-05 F 6,497 d $14.07 231,744 direct
COMMON STOCK 2020-02-06 A 42,553 a $0.00 274,297 direct
COMMON STOCK 2020-02-06 A 42,553 a $0.00 316,850 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 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 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 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.
f4 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.
f5 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.

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