Mark Heleen - Feb 4, 2023 Form 4 Insider Report for NAVIENT CORP (NAVI)

Signature
/s/ Elizabeth Han (POA) for Mark Heleen
Stock symbol
NAVI
Transactions as of
Feb 4, 2023
Transactions value $
-$161,142
Form type
4
Date filed
2/7/2023, 08:38 PM
Previous filing
Feb 1, 2023
Next filing
Mar 2, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NAVI Common Stock Tax liability -$55.2K -2.92K -0.74% $18.92 393K Feb 4, 2023 Direct F1
transaction NAVI Common Stock Tax liability -$47.6K -2.52K -0.64% $18.92 390K Feb 4, 2023 Direct F2
transaction NAVI Common Stock Award $0 +22.5K +5.76% $0.00 413K Feb 6, 2023 Direct F3
transaction NAVI Common Stock Award $0 +23.2K +5.63% $0.00 436K Feb 6, 2023 Direct F4
transaction NAVI Common Stock Tax liability -$58.4K -3.09K -0.71% $18.92 433K Feb 6, 2023 Direct F5, F6
holding NAVI Common Stock 10.5K Feb 4, 2023 By 401(k) F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 As previously reported, on February 4, 2021, the reporting person was granted 30,487 restricted stock unit ("RSUs") under the Navient Corporation 2014 Omnibus Incentive Plan (the "Plan") representing the right to receive shares of Navient Corporation ("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, 2023, 9,732 shares of such RSUs were settled and an additional 777 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,917 shares were withheld by Navient, as approved by the Navient Compensation and Human Resources Committee (the "Committee"), to satisfy the reporting person's tax withholding obligations.
F2 As previously reported, on February 4, 2022, the reporting person was granted 27,216 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, 2023, 8,688 shares of such RSUs were settled and an additional 373 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,515 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.
F3 Represents a grant of common stock to the reporting person in the form of restricted stock units pursuant to the Plan. The RSUs will be settled solely by delivery of shares of Navient common stock and vest in one-third increments on each of the first, second and third anniversaries of the grant date.
F4 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. 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 2025. The performance conditions shall be approved by the Committee in connection with the Company's 2023 Long-Term Incentive Program and shall be set forth in the form of PSU award agreement approved by the Committee.
F5 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, 2023, 8,489 shares of such RSUs were settled and an additional 1,466.6401 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 3,085 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.
F6 Reflects the disposition of 0.6401 shares settled in cash upon the delivery of the related dividend equivalent rights, in accordance with the terms of the Plan.
F7 Between January 31, 2023, and February 6, 2023, the reporting person's share equivalents of Navient common stock under the Navient 401(k) Savings Plan decreased by 0.6099. The information in this report is based on the reporting person's actual account balance as of February 6, 2023.