Sec Form 4 Filing - SHAPIRO STEVEN L @ NAVIENT CORP - 2016-02-03

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 SHAPIRO STEVEN L 2. Issuer Name and Ticker or Trading Symbol NAVIENT CORP [ NAVI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 123 JUSTISON STREET, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 02/03/2016 (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 02/03/2016 A 10,893 ( 1 ) A $ 0 62,005 ( 2 ) D Common Stock 3,000 I By IRA Common Stock 76,425 I By LLC

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 Stock Option (Right to Buy) $ 14.2901 01/29/2016 G( 3 ) V 6,600 04/30/2014 05/08/2018 Common Stock 6,600 $ 14.2901 0 D Stock Option (Right to Buy) $ 3.7009 01/29/2016 G( 3 ) V 26,000 04/30/2014 05/22/2019 Common Stock 26,000 $ 3.7009 0 D Stock Option (Right to Buy) $ 6.6127 01/29/2016 G( 3 ) V 10,900 04/30/2014 01/28/2020 Common Stock 10,900 $ 6.6127 0 D Stock Option (Right to Buy) $ 11.4873 01/29/2016 G( 3 ) V 19,572 04/30/2014 02/07/2018 Common Stock 19,572 $ 11.4873 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SHAPIRO STEVEN L 123 JUSTISON STREET SUITE 300 WILMINGTON, DE19801 X Signatures /s/ Kurt T. Slawson (POA) for Steven L Shapiro 02/05/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Grant of restricted stock to a non-employee director under the Navient Corporation 2014 Omnibus Incentive Plan. The restricted stock will vest if the reporting person is re-elected as a director at the Company's 2016 annual meeting of shareholders, which meeting is currently scheduled for May 26, 2016. ( 2 )Dividend equivalent rights accrued on previously unvested restricted stock awards are included in the reporting person's holding balance. Each dividend equivalent right is the economic equivalent of one share of Navient Corporation common stock. ( 3 )The reporting person made a gift of the stock options set forth above to an irrevocable trust for the benefit of himself, his spouse and his adult children. The reporting person disclaims beneficial ownership of the shares held by the trust, except to the extent of his pecuniary interest therein.

Remarks: Exhibit 24 - Power of Attorney

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

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