Mark Heleen - Feb 28, 2024 Form 4 Insider Report for NAVIENT CORP (NAVI)

Signature
/s/ Elizabeth Han (POA) for Mark Heleen
Stock symbol
NAVI
Transactions as of
Feb 28, 2024
Transactions value $
-$116,771
Form type
4
Date filed
3/1/2024, 04:22 PM
Previous filing
Feb 13, 2024
Next filing
May 6, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NAVI Common Stock Tax liability -$117K -7.41K -1.8% $15.75 404K Feb 28, 2024 Direct F1, F2, F3, F4
holding NAVI Common Stock 11.5K Feb 28, 2024 By 401(k) F5
* 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 4, 2021. 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 2023. On January 26, 2024, the Compensation and Human Resources Committee approved the achievement of the 2021-2023 PSUs at 46.36% of target resulting in the settling on February 28, 2024, of 14.683.1392 shares of such PSUs and an additional 1,754.4984 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights.
F2 In connection with this settlement, 7,414 shares were withheld by Navient (as approved by the Navient Compensation and Human Resources Committee) to satisfy the reporting person's tax withholding obligations.
F3 Reflects the disposition of 0.6376 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.
F4 The reporting person's common stock balance reflects the forfeiture of 19,018.8715 PSUs from the reporting person's beneficial ownership because the Company failed to meet the threshold performance level established for the PSUs granted for the 2021 - 2023 performance period.
F5 Between February 9, 2024, and February 28, 2024, the reporting person acquired 250.1795 share equivalents of Navient common stock under the Navient 401(k) Savings Plan. The information in this report is based on the reporting person's actual account balance as of February 28, 2024.