Sec Form 4 Filing - CANYON CAPITAL ADVISORS LLC @ NAVIENT CORP - 2019-07-24

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 CANYON CAPITAL ADVISORS LLC 2. Issuer Name and Ticker or Trading Symbol NAVIENT CORP [ NAVI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2000 AVENUE OF THE STARS, 11TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/24/2019 (Street) LOS ANGELES, CA90067 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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, par value $0.01 per share 07/24/2019 S 3,500,000 D $ 14.95 22,149,480 I See footnotes ( 1 ) ( 2 )

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 CANYON CAPITAL ADVISORS LLC 2000 AVENUE OF THE STARS 11TH FLOOR LOS ANGELES, CA90067 X Julis Mitchell R 2000 AVENUE OF THE STARS 11TH FLOOR LOS ANGELES, CA90067 X Friedman Joshua S 2000 AVENUE OF THE STARS 11TH FLOOR LOS ANGELES, CA90067 X Signatures CANYON CAPITAL ADVISORS LLC /s/ Doug Anderson By: Doug Anderson, Chief Compliance Officer 07/25/2019 Signature of Reporting Person Date /s/ Mitchell R. Julis MITCHELL R. JULIS 07/25/2019 Signature of Reporting Person Date /s/ Joshua S. Friedman JOSHUA S. FRIEDMAN 07/25/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is being filed jointly by Canyon Capital Advisors LLC, a Delaware limited liability company ("CCA"), Mitchell R. Julis, a citizen of the United States of America, and Joshua S. Friedman, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). The business address of each of the Reporting Persons is 2000 Avenue of the Stars, 11th Floor, Los Angeles, CA 90067. ( 2 )CCA, as the investment advisor to certain managed accounts that directly hold the Subject Securities, including Canyon Value Realization Fund, L.P., The Canyon Value Realization Master Fund (Cayman), L.P., Canyon Value Realization Fund MAC 18, Ltd., Canyon Balanced Master Fund, Ltd., Canyon-GRF Master Fund II, L.P., Canyon Distressed Opportunity Master Fund II, L.P., EP Canyon Ltd. and Canyon NZ-DOF Investing, L.P., may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Mitchell R. Julis and Joshua S. Friedman, as persons who manage CCA and control the entities which own 100% of CCA, may each be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims beneficial ownership of the Subject Securities except to the extent of any pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

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