Sec Form 4 Filing - KANE JOHN M @ NAVIENT CORP - 2022-01-03

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 KANE JOHN M 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 & Group President (Last) (First) (Middle) 123 S. JUSTISON STREET, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 01/03/2022 (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 01/03/2022 M( 1 ) 107,806 A $ 15.48 668,962.0616( 2 )( 3 ) D Common Stock 01/03/2022 F( 1 ) 87,290 D $ 21.66 581,672.0616 D Common Stock 01/03/2022 S 20,516 D $ 21.4054( 4 ) 561,156.0616 D Common Stock 6,945.6807( 5 ) 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) $ 15.48 01/03/2022 M( 1 ) 107,806 02/06/2020 02/06/2022 Common Stock 107,806 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KANE JOHN M 123 S. JUSTISON STREET SUITE 300 WILMINGTON, DE19801 EVP & Group President Signatures /s/ Kurt T. Slawson (POA) for John M. Kane 01/05/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person and represent exercises of stock options set to expire on February 6, 2022. ( 2 )Dividend equivalent rights (7,500.3485 units) issued on restricted stock units and performance stock units ("PSUs") are included in the reporting person's common stock holding balance. ( 3 )The reporting person's common stock balance includes 764 shares acquired under the Navient Corporation Employee Stock Purchase Plan. ( 4 )Represents the weighted average price per share of stock sold by the reporting person between $21.40 and $21.4250. 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. ( 5 )Between March 4, 2021, and January 3, 2022, the reporting person acquired 204.2827 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 January 3, 2022.

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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