X0306 4 2014-04-30 0001593538 NAVIENT CORP NAVI 0001109264 REMONDI JOHN F 300 CONTINENTAL DRIVE NEWARK DE 19713 1 1 Chief Executive Officer Common Stock 2014-04-30 4 A 0 927350.9696 0 A 927350.9696 D Stock Option (Right to Buy) 11.096 2014-04-30 4 A 0 2000000 0 A 2014-04-30 2018-01-08 Common Stock 2000000 2000000 D Stock Option (Right to Buy) 6.523 2014-04-30 4 A 0 1000000 0 A 2014-04-30 2019-01-08 Common Stock 1000000 1000000 D Stock Option (Right to Buy) 9.3771 2014-04-30 4 A 0 80000 0 A 2014-04-30 2021-01-27 Common Stock 80000 80000 D Stock Option (Right to Buy) 10.2558 2014-04-30 4 A 0 173210 0 A 2017-02-03 Common Stock 173210 173210 D Stock Option (Right to Buy) 11.4873 2014-04-30 4 A 0 256107 0 A 2018-02-07 Common Stock 256107 256107 D Stock Option (Right to Buy) 17.00 2014-05-01 4 A 0 509461 0 A 2019-05-01 Common Stock 509461 509461 D Reflects common stock of Navient Corporation (Navient) acquired by the reporting person as a result of the spin-off of Navient by SLM Corporation (SLM) on April 30, 2014 (the "Spin-Off"). Reflects derivative securities acquired by the reporting person in connection with the Spin-Off. The share amounts, exercise prices and other material terms (as applicable) of the foregoing Navient derivative securities were determined in a manner such that, taken together with adjusted equity awards issued by SLM, the value of all awards of (a) SLM derivative securities held by the reporting person immediately prior to the Spin-Off is equal to (b) the aggregate value of all SLM and Navient equity awards held by the reporting person immediately following the Spin-Off. Two-thirds of these options are exercisable. One-third of these options will become exercisable on the third anniversary of the grant date (February 3, 2015). One-third of these options are exercisable. One-third of these options will become exercisable on the second anniversary of the grant date (February 7, 2015). One-third of these options will become exercisable on the third anniversary of the grant date (February 7, 2016). Grant of net-settled stock options under the Navient Corporation 2014 Omnibus Incentive Plan. These options vest in one-third increments on the first, second and third anniversary of the grant date. /s/ Eric Watson (POA) for John F. Remondi 2014-05-05