X0306 4 2017-02-06 0001593538 NAVIENT CORP NAVI 0001086476 DIEFENDERFER WILLIAM M III 123 JUSTISON STREET SUITE 300 WILMINGTON DE 19801 1 Phantom Stock Units 2017-02-06 4 A 0 12596.8992 A Common Stock 12596.8992 53804.0096 D Phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors. Phantom stock units are to be settled in shares of Navient Corporation common stock, on a one-to-one basis, upon the reporting person's separation from service. The phantom stock units will vest if the reporting person is re-elected as a director at the Company's 2017 annual meeting of shareholders, which meeting is currently scheduled for May 25, 2017. Dividends accrued on phantom stock units pursuant to the terms of the Director Deferred Compensation Plan are included in the reporting person's holding balance. /s/ Kurt T. Slawson (POA) for William M Diefenderfer III 2017-02-07