Sec Form 4 Filing - KANE JOHN M @ NAVIENT CORP - 2015-02-03

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person KANE JOHN M 2. Issuer Name and Ticker or Trading Symbol NAVIENT CORP [ NAVI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) 123 JUSTISON STREET, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 02/03/2015 (Street) WILMINGTON, DE19801 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/03/2015 S 1,735 ( 1 ) D $ 20.5991 ( 2 ) 121,394.7829 ( 3 ) D Common Stock 02/03/2015 F 2,739 ( 4 ) D $ 21.08 118,655.7829 D Common Stock 02/03/2015 F 1,356 ( 5 ) D $ 21.08 117,299.7829 D Common Stock 5,652.9843 ( 6 ) I By 401(k) Common Stock 988.0128 ( 7 ) I By Supplemental Savings & Thrift

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KANE JOHN M 123 JUSTISON STREET SUITE 300 WILMINGTON, DE19801 Chief Operating Officer Signatures /s/ Kurt T. Slawson (POA) for John M Kane 02/05/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Per the instructions of Mr. Kane, an additional 1,735 shares were sold in an open market transaction in order to provide funds to pay the difference between his projected actual federal tax liability and the permitted amount of federal tax withholding. ( 2 )Represents the weighted average price per share of stock sold by Mr. Kane between $20.595 and $20.60. The reporting person undertakes to provide to Navient Corporation ("Navient"), any security holder of Navient or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. ( 3 )Dividend equivalent rights issued on restricted stock units ("RSUs") are included in Mr. Kane's common stock holding balance. ( 4 )As previously reported, in connection with the separation of Navient from SLM Corporation ("SLM"), Navient 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. Kane was granted 6,983 RSUs representing the right to receive shares of Navient common stock in the future, which vest fully on February 3, 2015. On February 3, 2015, 6,983 shares of such RSUs were settled and an additional 626 shares were issued to Mr. Kane upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,739 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Kane's tax withholding obligations. ( 5 )As previously reported, in connection with the separation of Navient from SLM, Navient 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. Kane was granted 3,920 vested RSUs representing the right to receive shares of Navient common stock in the future, subject to transfer restrictions which fully lapse on February 3, 2015. On February 3, 2015, 3,920 shares of such RSUs were settled and an additional 353 shares were issued to Mr. Kane upon the delivery of the related dividend equivalent rights. In connection with this settlement, 1,356 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Kane's tax withholding obligations. ( 6 )Between November 19, 2014, and February 3, 2015 Mr. Kane acquired 85.8187 share equivalents of Navient common stock under the Navient 401(k) Plan. The information in this report is based on the individual's actual account balance as of February 3, 2015. ( 7 )Between November 19, 2014, and February 3, 2015, Mr. Kane acquired 6.6202 share equivalents of Navient common stock under the Navient Supplemental Thrift & Savings Plan. The information in this report is based on the individual's actual account balance as of February 3, 2015.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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