X0306 4 2016-02-03 0001593538 NAVIENT CORP NAVI 0001605737 CHIVAVIBUL SOMSAK 123 JUSTISON STREET SUITE 300 WILMINGTON DE 19801 1 EVP & Chief Financial Officer Common Stock 2016-02-03 4 A 0 32352 0 A 190327.2584 D Common Stock 2016-02-03 4 A 0 53921 0 A 244248.2584 D Common Stock 29637.1635 I By 401(k) Common Stock 2098 I By Spouse Stock Option (Right to Buy) 9.18 2016-02-03 4 A 0 196039 0 A 2021-02-03 Common Stock 196039 196039 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. Between August 14, 2015, and February 4, 2016 Mr. Chivavibul acquired 934.9697 share equivalents of Navient common stock under the Navient 401(k) Plan. The information in this report is based on the reporting person's actual account balance as of February 4, 2016. 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 Somsak Chivavibul 2016-02-05