Sec Form 4 Filing - DIEFENDERFER WILLIAM M III @ NAVIENT CORP - 2016-11-17

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
DIEFENDERFER WILLIAM M III
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)
11/17/2016
(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 11/17/2016 M 6,600 A $ 14.2901 95,336.794 D
Common Stock 11/17/2016 M 10,900 A $ 6.6127 106,236.794 D
Common Stock 11/17/2016 M 9,500 A $ 9.3771 115,736.794 D
Common Stock 11/17/2016 M 13,994 A $ 10.2558 129,730.794 D
Common Stock 11/17/2016 M 19,572 A $ 11.4873 149,302.794 D
Common Stock 11/17/2016 F 4,082 D $ 17.66 145,220.794 D
Common Stock 11/17/2016 F 5,045 D $ 17.66 140,175.794 D
Common Stock 11/17/2016 F 8,127 D $ 17.66 132,048.794 D
Common Stock 11/17/2016 F 12,731 D $ 17.66 119,317.794 D
Common Stock 11/17/2016 S 18,590 D $ 17.651 ( 1 ) 100,727.794 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
Stock Option (Right to Buy) $ 14.2901 11/17/2016 M 6,600 04/30/2014 05/08/2018 Common Stock 6,600 $ 0 0 D
Stock Option (Right to Buy) $ 6.6127 11/17/2016 M 10,900 04/30/2014 01/28/2020 Common Stock 10,900 $ 0 0 D
Stock Option (Right to Buy) $ 9.3771 11/17/2016 M 9,500 04/30/2014 01/27/2021 Common Stock 9,500 $ 0 0 D
Stock Option (Right to Buy) $ 10.2558 11/17/2016 M 13,994 04/30/2014 02/03/2017 Common Stock 13,994 $ 0 0 D
Stock Option (Right to Buy) $ 11.4873 11/17/2016 M 19,572 04/30/2014 02/07/2018 Common Stock 19,572 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DIEFENDERFER WILLIAM M III
123 JUSTISON STREET
SUITE 300
WILMINGTON, DE19801
X
Signatures
/s/ Kurt T. Slawson (POA) for William M Diefenderfer III 11/21/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the weighted average price per share of stock sold by Mr. Diefenderfer between $17.62 and $17.665. The reporting person undertakes to provide to Navient Corporation, any security holder of Navient Corporation or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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