X0306 4 2016-02-29 0001593538 NAVIENT CORP NAVI 0001109264 REMONDI JOHN F 123 JUSTISON STREET SUITE 300 WILMINGTON DE 19801 1 1 Chief Executive Officer Common Stock 2016-02-29 4 F 0 46383 10.83 D 1351445.8978 D Common Stock 250 I As custodian for child As previously reported, in connection with the separation of Navient Corporation (the "Company") from Sallie Mae ("SLM"), the Company established the Navient Corporation 2014 Omnibus Incentive Plan and issued new Navient equity awards to holders of outstanding SLM equity awards in order to maintain the intrinsic value of prior SLM award grants. On April 30, 2014, Mr. Remondi was granted 90,052 restricted stock units ("RSUs") representing the right to receive shares of Navient common stock in the future, which were to vest fully on the second business day after the Company's annual report on Form 10-K for the fiscal year 2015 is filed, and in no event later than March 15, 2016. On February 29, 2016, 90,052 shares of such RSUs were settled and an additional 6,115 shares were issued to Mr. Remondi upon the vesting of the related dividend equivalent rights. In connection with this settlement, 46,383 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Remondi's tax withholding obligations. Also reflects the disposition of 0.1674 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. /s/ Kurt T. Slawson (POA) for John F. Remondi 2016-03-02