Mark Heleen - Feb 4, 2022 Form 4 Insider Report for NAVIENT CORP (NAVI)

Signature
/s/ Kurt T. Slawson (POA) for Mark L. Heleen
Stock symbol
NAVI
Transactions as of
Feb 4, 2022
Transactions value $
-$168,221
Form type
4
Date filed
2/8/2022, 03:58 PM
Previous filing
Jan 7, 2022
Next filing
Mar 3, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NAVI Common Stock Award $0 +27.2K +7.99% $0.00 368K Feb 4, 2022 Direct F1, F2
transaction NAVI Common Stock Award $0 +29.9K +8.14% $0.00 398K Feb 4, 2022 Direct F3
transaction NAVI Common Stock Tax liability -$53K -2.97K -0.75% $17.82 395K Feb 4, 2022 Direct F4
transaction NAVI Common Stock Tax liability -$65K -3.65K -0.92% $17.82 391K Feb 5, 2022 Direct F5, F6
transaction NAVI Common Stock Tax liability -$50.2K -2.82K -0.72% $17.82 388K Feb 6, 2022 Direct F7
holding NAVI Common Stock 9.87K Feb 4, 2022 By 401(k) F8
* 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 Dividend equivalent rights (1,225.7349) issued on RSUs and 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 common stock.
F3 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").
F4 As previously reported, on February 4, 2021, the reporting person was granted 30,487 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, 9,732 shares of such RSUs were settled and an additional 344 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,974 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 5, 2019, the reporting person was granted 32,779 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, 10,463 shares of such RSUs were settled and an additional 1,896.9558 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 3,648 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.
F6 Reflects the disposition of 0.9558 shares settled in cash upon the delivery of the related dividend equivalent rights, in accordance with the terms of the Plan.
F7 As previously reported, on February 6, 2020, the reporting person was granted 26,595 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, 8,489 shares of such RSUs were settled and an additional 1,057 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,818 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.
F8 Between December 6, 2021, and February 4, 2022, the reporting person acquired 99.5385 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 4, 2022.