Sec Form 4 Filing - HYNES TIMOTHY J IV @ NAVIENT CORP - 2015-05-01

Insider filing report for Changes in Beneficial Ownership
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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
HYNES TIMOTHY J IV
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)
EVP, Chief Risk&Compliance Off
(Last) (First) (Middle)
123 JUSTISON STREET, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
05/01/2015
(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 05/01/2015 F 694 ( 1 ) D $ 19.74 97,460.3745 ( 2 ) D
Common Stock 05/01/2015 S 296 ( 3 ) D $ 19.6445 97,164.3745 D
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
HYNES TIMOTHY J IV
123 JUSTISON STREET
SUITE 300
WILMINGTON, DE19801
EVP, Chief Risk&Compliance Off
Signatures
/s/ Kurt T. Slawson (POA) for Timothy J Hynes IV 05/05/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As previously reported, on May 1, 2014, Mr. Hynes was granted 5,882 restricted stock units ("RSUs") under the Navient Corporation 2014 Omnibus Incentive Plan representing the right to receive shares of Navient common stock in the future, which vest in one-third increments on May 1, 2015, May 1, 2016 and May 1, 2017. On May 1, 2015, 1,960 shares of such RSUs were settled and an additional 62 shares were issued to Mr. Hynes upon the vesting of the related dividend equivalent rights. In connection with this settlement, 694 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Hynes's tax withholding obligations.
( 2 )Dividend equivalent rights issued on RSUs and performance stock units are included in Mr. Hynes's common stock holding balance.
( 3 )Per the instructions of Mr. Hynes, an additional 296 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 from the May 1st RSU vesting event.

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