Form Type: 4

SEC EDGAR Link
Acccession Number:0001127602-20-004334
Date:2020-02-05
Issuer: NAVIENT CORP (NAVI)
Original Submission Date:

Reporting Person:

KANE JOHN M
123 S. JUSTISON STREET
SUITE 300 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 2,583 d $14.07 412,810 direct
COMMON STOCK 2020-02-05 F 4,895 d $14.07 407,915 direct
COMMON STOCK 2020-02-06 F 3,494 d $14.10 404,421 direct
COMMON STOCK 2020-02-06 A 35,460 a $0.00 439,881 direct
COMMON STOCK 2020-02-06 A 35,460 a $0.00 475,341 direct
COMMON STOCK 0 $0.00 4,465 indirect
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 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 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 the reporting person's common stock balance includes 534 shares acquired under the navient corporation employee stock purchase plan.
f4 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.
f5 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 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.
f7 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.
f8 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.
f9 between february 28, 2019, and february 6, 2020, the reporting person acquired 335.4167 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, 2020.

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