X0306 4 2018-02-06 0001593538 NAVIENT CORP NAVI 0001215156 WHORLEY JOHN F JR 123 JUSTISON STREET SUITE 300 WILMINGTON DE 19801 1 EVP & Group President Common Stock 2018-02-06 4 F 0 2699 13.76 D 265120.9731 D As previously reported, on February 6, 2017, the reporting person was granted 26,162 restricted stock units ("RSUs") under the Navient Corporation 2014 Omnibus Incentive Plan representing the right to receive shares of Navient Corporation ("Navient") common stock in the future, which vest in one-third increments on each of the first, second and third anniversaries of the grant. On February 6, 2018, 8,720 shares of such RSUs were settled and an additional 395 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,699 shares were withheld by Navient, as approved by the Navient Compensation and Personnel Committee (the "Committee"), to satisfy the reporting person's tax withholding obligations. /s/ Kurt T. Slawson (POA) for John F. Whorley, Jr. 2018-02-07