John F. Remondi - Feb 4, 2023 Form 4 Insider Report for NAVIENT CORP (NAVI)

Role: Chief Executive Officer, Director
Signature: /s/ Elizabeth Han (POA) for John F. Remondi
Stock symbol: NAVI
Transactions as of: Feb 4, 2023
Transactions value $: -$1,229,989
Form type: 4
Date filed: 2/7/2023, 08:42 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	-$459K	-24.3K	-0.73%	$18.92	3.3M	Feb 4, 2023	Direct	F1
transaction	NAVI	Common Stock	Tax liability	-$336K	-17.8K	-0.54%	$18.92	3.29M	Feb 4, 2023	Direct	F2
transaction	NAVI	Common Stock	Award	$0	+106K	+3.22%	$0.00	3.39M	Feb 6, 2023	Direct	F3
transaction	NAVI	Common Stock	Award	$0	+164K	+4.83%	$0.00	3.56M	Feb 6, 2023	Direct	F4
transaction	NAVI	Common Stock	Tax liability	-$435K	-23K	-0.65%	$18.92	3.53M	Feb 6, 2023	Direct	F5, F6
holding	NAVI	Common Stock						250	Feb 4, 2023	As custodian for child

* 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 162,601 restricted stock units ("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, 51,924 shares of such RSUs were settled and an additional 4,146 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 24,252 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 123,456 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, 39,424 shares of such RSUs were settled and an additional 1,690 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 17,782 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 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, 2023, 45,295 shares of such RSUs were settled and an additional 7,825.1601 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 22,976 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.
F6	Reflects the disposition of 0.1601 shares settled in cash upon the delivery of the related dividend equivalent rights, in accordance with the terms of the Plan.