Jane J. Thompson - Feb 6, 2023 Form 4 Insider Report for NAVIENT CORP (NAVI)

Role: Director
Signature: /s/ Mark Heleen (POA) for Jane J. Thompson
Stock symbol: NAVI
Transactions as of: Feb 6, 2023
Transactions value $: $0
Form type: 4
Date filed: 2/7/2023, 07:20 PM
Previous filing: Dec 7, 2022
Next filing: May 19, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NAVI	Phantom Stock Units	Award		+7.4K	+8.17%		98K	Feb 6, 2023	Common Stock	7.4K		Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	Represents phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors. Phantom stock units are settled in shares of Navient Corporation common stock, on a one-to-one basis, upon distribution. The phantom stock units will vest with continued active service on the Navient Board of Directors as follows: 25% will vest on the grant date (Feb 6, 2023); 25% will vest on May 1, 2023; 25% will vest on August 1, 2023; and 25% will vest on November 1, 2023.
F2	Dividends 3,723.9999 units accrued on phantom stock units pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors are included in the reporting person's holding balance.

Content

Represents phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors. Phantom stock units are settled in shares of Navient Corporation common stock, on a one-to-one basis, upon distribution. The phantom stock units will vest with continued active service on the Navient Board of Directors as follows: 25% will vest on the grant date (Feb 6, 2023); 25% will vest on May 1, 2023; 25% will vest on August 1, 2023; and 25% will vest on November 1, 2023.

Dividends 3,723.9999 units accrued on phantom stock units pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors are included in the reporting person's holding balance.