Sec Form 4 Filing - HELEEN MARK L @ NAVIENT CORP - 2018-02-03

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
HELEEN MARK L
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 Legal Officer
(Last) (First) (Middle)
123 JUSTISON STREET, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
02/03/2018
(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 02/03/2018 F 2,672 ( 1 ) D $ 14.21 139,538.345 ( 2 ) ( 3 ) D
Common Stock 02/05/2018 A 11,005 ( 4 ) A $ 0 150,543.345 D
Common Stock 02/05/2018 A 27,512 ( 5 ) A $ 0 178,055.345 D
Common Stock 6,727.3228 ( 6 ) I By 401(k)
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) $ 13.63 02/05/2018 A 86,872 ( 7 ) 02/05/2023 Common Stock 86,872 $ 0 86,872 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HELEEN MARK L
123 JUSTISON STREET
SUITE 300
WILMINGTON, DE19801
EVP & Chief Legal Officer
Signatures
/s/ Kurt T. Slawson (POA) for Mark L. Heleen 02/06/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As previously reported, on February 3, 2016, the reporting person was granted 19,771 restricted stock units ("RSUs") under the Navient Corporation 2014 Omnibus Incentive Plan representing the right to receive shares of Navient Corporation ("Navient") common stock in the future, which vest in one-third increments on each of the first, second and third anniversaries of the grant. On February 3, 2018, 6,591 shares of such RSUs were settled and an additional 633 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,672 shares were withheld by Navient, as approved by the Navient Compensation and Personnel Committee (the "Committee"), to satisfy the reporting person's tax withholding obligations.
( 2 )Dividend equivalent rights issued on RSUs and performance stock units ("PSUs") are included in the reporting person's common stock holding balance. Each dividend equivalent right is the economic equivalent of one share of Navient Corporation common stock.
( 3 )The reporting person's common stock balance includes 571 shares acquired under the Navient Corporation Employee Stock Purchase Plan.
( 4 )Grant of RSUs under the Navient Corporation 2014 Omnibus Incentive Plan, which is classified as "Common Stock," as permitted, since the RSUs will be settled solely by delivery of shares of Navient common stock. These RSUs vest in one-third increments on each of the first, second and third anniversaries of the grant date.
( 5 )Grant of PSUs which is classified as "Common Stock," as permitted, since the PSUs will be settled solely by delivery of shares of the Company's common stock upon vesting. A specified percentage of this target award will vest and be settled based upon the satisfaction of certain performance conditions over a three-year performance period ending on the final day of fiscal year 2020. The performance conditions to be used shall be those approved by the Committee in connection with the Company's 2018 Long-Term Incentive Program and shall be set forth in the form of PSU award agreement approved by the Committee. Each vested PSU will be settled in shares of the Company's common stock.
( 6 )Between June 19, 2017, and February 5, 2018, the reporting person acquired 189.8834 share equivalents of Navient common stock under the Navient 401(k) Savings Plan. The information in this report is based on the reporting person's actual account balance as of February 5, 2018.
( 7 )Grant of net-settled stock options under the Navient Corporation 2014 Omnibus Incentive Plan. These options vest in one-third increments on each of the first, second and third anniversaries of the grant date.

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