John F. Remondi - Feb 4, 2022 Form 4 Insider Report for NAVIENT CORP (NAVI)

Role: Chief Executive Officer, Director
Signature: /s/ Kurt T. Slawson (POA) for John F. Remondi
Stock symbol: NAVI
Transactions as of: Feb 4, 2022
Transactions value $: -$1,292,681
Form type: 4
Date filed: 2/8/2022, 04:08 PM
Previous filing: Feb 4, 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	+123K	+3.94%	$0.00	3.26M	Feb 4, 2022	Direct	F1
transaction	NAVI	Common Stock	Award	$0	+204K	+6.25%	$0.00	3.46M	Feb 4, 2022	Direct	F2
transaction	NAVI	Common Stock	Tax liability	-$375K	-21.1K	-0.61%	$17.82	3.44M	Feb 4, 2022	Direct	F3
transaction	NAVI	Common Stock	Tax liability	-$518K	-29K	-0.84%	$17.82	3.41M	Feb 5, 2022	Direct	F4, F5
transaction	NAVI	Common Stock	Tax liability	-$400K	-22.4K	-0.66%	$17.82	3.39M	Feb 6, 2022	Direct	F6
holding	NAVI	Common Stock						250	Feb 4, 2022	As custodian for child

* 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 162,601 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, 51,924 shares of such RSUs were settled and an additional 1,840 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 21,054 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 174,825 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, 55,825 shares of such RSUs were settled and an additional 10,118.0942 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 29,049 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.
F5	Reflects the disposition of 0.0942 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 141,843 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, 45,295 shares of such RSUs were settled and an additional 5,640 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 22,438 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.