Joe Fisher - Feb 4, 2022 Form 4 Insider Report for NAVIENT CORP (NAVI)

Signature
/s/ Kurt T. Slawson (POA) for Joe Fisher
Stock symbol
NAVI
Transactions as of
Feb 4, 2022
Transactions value $
-$74,167
Form type
4
Date filed
2/8/2022, 04:06 PM
Previous filing
Oct 12, 2021
Next filing
Oct 11, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NAVI Common Stock Award $0 +28.2K +32.87% $0.00 114K Feb 4, 2022 Direct F1, F2
transaction NAVI Common Stock Award $0 +31K +27.21% $0.00 145K Feb 4, 2022 Direct F3
transaction NAVI Common Stock Tax liability -$44K -2.47K -1.7% $17.82 143K Feb 4, 2022 Direct F4
transaction NAVI Common Stock Tax liability -$17.3K -971 -0.68% $17.82 142K Feb 5, 2022 Direct F5, F6
transaction NAVI Common Stock Tax liability -$12.8K -721 -0.51% $17.82 141K Feb 6, 2022 Direct F7
* 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 (467.2473) 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 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, 2,470 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 8,391 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, 2,797 shares of such RSUs were settled and an additional 506.1690 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 971 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.
F6 Reflects the disposition of 0.1690 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 6,382 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, 2,128 shares of such RSUs were settled and an additional 265 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 721 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.