Sec Form 3 Filing - Morris Ted A @ NAVIENT CORP - 2020-06-01

FORM 3 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 Morris Ted A 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) Acting Chief Financial Officer (Last) (First) (Middle) 123 S. JUSTISON STREET 3. Date of Earliest Transaction (MM/DD/YY) 06/01/2020 (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 62,702.9093 ( 1 ) 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) $ 9.18 02/03/2019 02/03/2021 Common Stock 92,409 D Stock Option (Right to Buy) $ 15.48 02/06/2020 02/06/2022 Common Stock 39,033 D Stock Option (Right to Buy) $ 13.63 ( 2 ) 02/05/2023 Common Stock 31,853 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Morris Ted A 123 S. JUSTISON STREET WILMINGTON, DE19801 Acting Chief Financial Officer Signatures /s/ Kurt T. Slawson (POA) for Ted A. Morris 06/11/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person's common stock balance includes grants of restricted stock units (RSUs) and performance stock units (PSUs) under the Navient Corporation 2014 Omnibus Incentive Plan, which are classified as "Common Stock," as permitted, since the awards will be settled solely by delivery of shares of Navient common stock.14,123 RSUs granted in 2018 have or will vest in one-third increments on the first, second and third anniversary of the grant date (February 5, 2018). 16,389 RSUs granted in 2019 have or will vest in one-third increments on the first, second and third anniversary of the grant date (February 5, 2019). 13,297 RSUs granted in 2020 will vest in one-third increments on the first, second and third anniversary of the grant date (February 6, 2020).5,463 PSUs granted in 2019 will vest and be settled at a specified percentage of the target award based upon the satisfaction of certain performance conditions over a three-year performance period ending on the final day of fiscal year 2021. The performance conditions shall be those approved by the Compensation Committee in connection with the Company's 2019 Long-Term Incentive Program and are set forth in the form of PSU award agreement applicable to the performance period. Each vested PSU will be settled in shares of the Company's common stock.4,432 PSUs granted in 2020 will vest and be settled at a specified percentage of the target award based upon the satisfaction of certain performance conditions over a three-year performance period ending on the final day of fiscal year 2022. The performance conditions to be used shall be those approved by the Committee in connection with the Compensation Company's 2020 Long-Term Incentive Program and are set forth in the form of PSU award agreement applicable to the performance period. Each vested PSU will be settled in shares of the Company's common stock.Dividend equivalent rights issued on RSUs are included in the reporting person's common stock holding balance. ( 2 )Grant of net-settled stock options under the Navient Corporation 2014 Omnibus Incentive Plan. These options have or will vest in one-third increments on each of the first, second and third anniversaries of the grant date (February 5, 2018).

Remarks: Exibit 24: Power of Attorney

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