Stephen M. Hauber - Mar 1, 2022 Form 4 Insider Report for NAVIENT CORP (NAVI)

Role: EVP, Chief Risk&Compliance Off
Signature: /s/ Kurt T. Slawson (POA) for Stephen M. Hauber
Stock symbol: NAVI
Transactions as of: Mar 1, 2022
Transactions value $: -$236,230
Form type: 4
Date filed: 3/3/2022, 03:23 PM
Previous filing: Feb 8, 2022
Next filing: Jan 30, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NAVI	Common Stock	Tax liability	-$236K	-13.8K	-6.11%	$17.06	213K	Mar 1, 2022	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents performance stock units ("PSUs") awarded to the reporting person under the Navient Corporation 2014 Omnibus Incentive Plan and previously reported on February 5, 2019. Each PSU represents the right to receive one share of Navient Corporation ("Navient") common stock in the future, which target amount vests at a specified percentage and is settled based upon achieving certain performance conditions over a three-year performance period ending on the final day of fiscal year 2021. On January 27, 2022, the Compensation and Human Resources Committee approved the achievement of the 2019-2021 PSUs at 119% of target resulting in the settling on March 1, 2022, of 26,005.0700 shares of such PSUs and an additional 4,697.7844 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 13,847 shares were withheld by Navient (as approved by the Navient Compensation and Human Resources Committee) to satisfy the reporting person's tax withholding obligations.
F2	Reflects the disposition of 0.8544 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.

Content

Represents performance stock units ("PSUs") awarded to the reporting person under the Navient Corporation 2014 Omnibus Incentive Plan and previously reported on February 5, 2019. Each PSU represents the right to receive one share of Navient Corporation ("Navient") common stock in the future, which target amount vests at a specified percentage and is settled based upon achieving certain performance conditions over a three-year performance period ending on the final day of fiscal year 2021. On January 27, 2022, the Compensation and Human Resources Committee approved the achievement of the 2019-2021 PSUs at 119% of target resulting in the settling on March 1, 2022, of 26,005.0700 shares of such PSUs and an additional 4,697.7844 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 13,847 shares were withheld by Navient (as approved by the Navient Compensation and Human Resources Committee) to satisfy the reporting person's tax withholding obligations.

Reflects the disposition of 0.8544 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.