X0306 4 2019-02-05 0001593538 NAVIENT CORP NAVI 0001086476 DIEFENDERFER WILLIAM M III 123 S. JUSTISON STREET SUITE 300 WILMINGTON DE 19801 1 Phantom Stock Units 2019-02-05 4 A 0 17045.4545 A Common Stock 17045.4545 91475.6456 D Phantom stock units acquired pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors. Phantom stock units are 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 2019 annual meeting of shareholders, which meeting is currently scheduled for May 23, 2019. Dividends accrued on phantom stock units pursuant to the terms of the Navient Corporation Deferred Compensation Plan for Directors are included in the reporting person's holding balance. /s/ Kurt T. Slawson (POA) for William M Diefenderfer III 2019-02-07