Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*

(Last) (First) (Middle)


(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
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
3. Date of Earliest Transaction (Month/Day/Year)
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 01/03/2023 M(1) 150,579 A $13.63 757,881.8489(2) D
Common Stock 01/03/2023 F(1) 133,573 D $16.45 624,308.8489 D
Common Stock 01/03/2023 S(1) 17,006 D $16.5592(3) 607,302.8489 D
Common Stock 7,961.507(4) 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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 01/03/2023 M(1) 150,579 02/05/2021 02/05/2023 Common Stock 150,579 $0 0 D
Explanation of Responses:
1. The 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 5, 2023.
2. Dividend equivalent rights (8,485.3733 units) issued on restricted stock units and performance stock units ("PSUs") are included in the reporting person's common stock holding balance.
3. Represents the weighted average price per share of stock sold by the reporting person between $16.38 and $16.77. 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.
4. Between March 1, 2022, and January 3, 2023, the reporting person acquired 320.4390 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, 2023.
Exhibit 24 - Power of Attorney
/s/ Elizabeth Han (POA) for John M. Kane 01/04/2023
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

1. The undersigned hereby makes, constitutes and appoints each of
Elizabeth Han, Stephen P. Caso, Matthew B. Wallace and Mark L. Heleen or
each of them acting individually, as his or her true and lawful
attorney-in-fact, with full power and authority to:

(A)	prepare, execute in the undersigned?s name and on the undersigned?s
behalf, and submit to the United States Securities and Exchange Commission
(the ?SEC?) a Form ID, including amendments thereto, and any other documents
necessary or appropriate to obtain codes and passwords enabling the
undersigned  to make electronic filings with the SEC of the reports required
by Section 16(a) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, as amended from time to time (the
?Exchange Act?);
(B)	prepare, execute in the undersigned?s name and on the undersigned?s behalf
and file Forms 3, 4, and 5 (including any amendments thereto) with respect to
the securities and derivative securities of Navient Corporation, (the
?Corporation?), with the SEC, any national securities exchanges and the
Corporation, as considered necessary or advisable under Section 16(a) of the
Exchange Act;
(C)	do and perform any and all acts for and on behalf of the undersigned which
may be legally required or desirable in connection with the foregoing,
including, but not limited to, seeking or obtaining information on
transactions in the Corporation?s securities from any third party, including
brokers, employee benefit plan administrators and trustees, and the
undersigned hereby authorizes any such person to release any such information
to the attorney-in-fact and approves and ratifies any such release of
information; and
(D)	perform any and all other acts which in the discretion of such
attorney-in-fact are legally required or desirable for and on behalf of the
undersigned in connection with the foregoing, it being understood that the
documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Limited Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact?s discretion.

2. The undersigned hereby gives and grants each of the foregoing
attorneys-in-fact full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary or appropriate to be done in and
about the foregoing matters as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution, hereby ratifying and confirming all that each such
attorney-in-fact of, for and on behalf of the undersigned, shall heretofore or
hereafter lawfully do or cause to be done by virtue of this Limited Power of
Attorney.  The undersigned acknowledges that the foregoing attorneys-in-fact,
in serving in such capacity at the request of the undersigned, are not
assuming, nor is the Corporation assuming, nor relieving the undersigned of,
any of the undersigned?s responsibilities to identify, disclose, ensure the
proper reporting of and monitor the reporting of and any potential liability
with respect to any transactions and holdings under Section 16 of the Exchange

3. This Limited Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4 and 5 with respect to
the undersigned?s holdings of and transactions in the Corporation?s
securities, unless earlier revoked by the undersigned in a signed writing
delivered to each such attorney-in-fact.  Upon signing of this Limited Power
of Attorney, the undersigned hereby revokes all previous powers of attorney
granted concerning the subject matter herein.

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney
to be executed as of the 3rd day of January 2023.

					Signature:  ___/s/ John M. Kane____