X0306 4 2016-02-03 0001593538 NAVIENT CORP NAVI 0001215156 WHORLEY JOHN F JR 123 JUSTISON STREET SUITE 300 WILMINGTON DE 19801 1 EVP & Group President Common Stock 2016-02-03 4 A 0 43137 0 A 59189.4051 D Common Stock 2016-02-03 4 A 0 71895 0 A 131084.4051 D Stock Option (Right to Buy) 9.18 2016-02-03 4 A 0 261386 0 A 2021-02-03 Common Stock 261386 261386 D Grant of restricted stock units (RSUs) under the Navient Corporation 2014 Omnibus Incentive Plan, which is classified as "Common Stock," as permitted, since the RSUs will be settled solely by delivery of shares of Navient common stock. These RSUs vest in one-third increments on each of the first, second and third anniversaries of the grant date. Dividend equivalent rights issued on RSUs are included in the reporting person's common stock holding balance. Grant of Performance Stock Units ("PSUs") which is classified as "Common Stock," as permitted, since the PSUs will be settled solely by delivery of shares of the Company's common stock upon vesting. 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 2018. The performance conditions to be used shall be those approved by the Committee in connection with the Company's 2016 Long-Term Incentive Program and shall be set forth in the form of PSU award agreement approved by the Committee. Each vested PSU will be settled in shares of the Company's common stock. Grant of net-settled stock options under the Navient Corporation 2014 Omnibus Incentive Plan. These options vest in one-third increments on each of the first, second and third anniversaries of the grant date. /s/ Kurt T. Slawson (POA) for John F. Whorely, Jr. 2016-02-05