Mark Heleen - Feb 6, 2024 Form 4 Insider Report for NAVIENT CORP (NAVI)

Role: EVP, CLO & Secretary
Signature: /s/ Elizabeth Han (POA) for Mark Heleen
Stock symbol: NAVI
Transactions as of: Feb 6, 2024
Transactions value $: -$49,636
Form type: 4
Date filed: 2/8/2024, 04:55 PM
Previous filing: Feb 5, 2024
Next filing: Feb 13, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NAVI	Common Stock	Tax liability	-$49.6K	-3.11K	-0.82%	$15.96	374K	Feb 6, 2024	Direct	F1
holding	NAVI	Common Stock						11.2K	Feb 6, 2024	By 401(k)	F2

* 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 6, 2023, the reporting person was granted 21,540 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 6, 2024, 7,180 shares of such RSUs were settled and an additional 268 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 3,110 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	Between February 2, 2024, and February 6, 2024, the reporting person's share equivalents of Navient common stock under the Navient 401(k) Savings Plan decreased by 6.5486. The information in this report is based on the reporting person's actual account balance as of February 6, 2024.

Content

As previously reported, on February 6, 2023, the reporting person was granted 21,540 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 6, 2024, 7,180 shares of such RSUs were settled and an additional 268 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 3,110 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.

Between February 2, 2024, and February 6, 2024, the reporting person's share equivalents of Navient common stock under the Navient 401(k) Savings Plan decreased by 6.5486. The information in this report is based on the reporting person's actual account balance as of February 6, 2024.