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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

SUITT GILLELAND DIANE

(Last)

(First)

(Middle)

300 CONTINENTAL DRIVE

(Street)

NEWARK

19713

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/14/2014

3. Issuer Name and Ticker or Trading Symbol
NAVIENT CORP [ NAVI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

Remarks:

Exhibit 24 - Power of Attorney

No securities are beneficially owned.

	/s/ Eric Watson (POA) for Dianne Suitt Gilleland	04/23/2014
	** 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 5 (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.

LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS

1. The undersigned hereby makes, constitutes and appoints each of Kurt T.
Slawson, Matt B. Wallace and Eric J. Watson 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
Act.

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 8th day of April, 2014.


                              Signature: __/s/__Diane Suitt Gilleland___