Stephen M. Hauber - 04 Feb 2022 Form 4 Insider Report for NAVIENT CORP (NAVI)

Signature
/s/ Kurt T. Slawson (POA) for Stephen M. Hauber
Issuer symbol
NAVI
Transactions as of
04 Feb 2022
Net transactions value
-$120,802
Form type
4
Filing time
08 Feb 2022, 15:55:49 UTC
Previous filing
04 Feb 2022
Next filing
03 Mar 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NAVI Common Stock Award $0 +19,781 +11% $0.000000 206,587 04 Feb 2022 Direct F1
transaction NAVI Common Stock Award $0 +21,759 +11% $0.000000 228,346 04 Feb 2022 Direct F2
transaction NAVI Common Stock Tax liability $38,990 -2,188 -0.96% $17.82 226,158 04 Feb 2022 Direct F3
transaction NAVI Common Stock Tax liability $46,154 -2,590 -1.1% $17.82 223,567 05 Feb 2022 Direct F4, F5
transaction NAVI Common Stock Tax liability $35,658 -2,001 -0.9% $17.82 221,566 06 Feb 2022 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents a grant of common stock to the reporting person in the form of restricted stock units ("RSUs") pursuant to the Navient Corporation 2014 Omnibus Incentive Plan (the "Plan"). The RSUs will be settled solely by delivery of shares of Navient Corporation ("Navient") common stock and vest in one-third increments on each of the first, second and third anniversaries of the grant date.
F2 Represents a grant of common stock to the reporting person in the form of performance stock units ("PSUs") to 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 2024. The performance conditions shall be approved by the Committee in connection with the Company's 2022 Long-Term Incentive Program and shall be set forth in the form of PSU award agreement approved by the Navient Compensation and Personnel Committee (the "Committee").
F3 As previously reported, on February 4, 2021, the reporting person was granted 20,325 RSUs under the 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 4, 2022, 6,775 shares of such RSUs were settled and an additional 237 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,188 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.
F4 As previously reported, on February 5, 2019, the reporting person was granted 21,853 RSUs under the 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, 2022, 7,284 shares of such RSUs were settled and an additional 1,316.6196 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,590 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.
F5 Reflects the disposition of 0.6196 shares settled in cash upon the delivery of the related dividend equivalent rights, in accordance with the terms of the Plan.
F6 As previously reported, on February 6, 2020, the reporting person was granted 17,730 RSUs under the 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, 2022, 5,910 shares of such RSUs were settled and an additional 736 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,001 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.