SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
 
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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*
SHAPIRO STEVEN L

(Last) (First) (Middle)
300 CONTINENTAL DRIVE

(Street)
NEWARK DE 19713

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NAVIENT CORP [ NAVI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/30/2014
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 04/30/2014 A 40,175(1) A $0 40,175 D
Common Stock 04/30/2014 A 3,000(1) A $0 3,000 I By IRA
Common Stock 04/30/2014 A 108,000(1) A $0 108,000 I By LLC
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) $32.5504(2) 04/30/2014 A(2) 15,250(2) 04/30/2014 01/27/2015 Common Stock 15,250 $0(2) 15,250 D
Stock Option (Right to Buy) $35.8023(2) 04/30/2014 A(2) 9,530(2) 04/30/2014 01/26/2016 Common Stock 9,530 $0(2) 9,530 D
Stock Option (Right to Buy) $29.1254(2) 04/30/2014 A(2) 10,000(2) 04/30/2014 01/25/2017 Common Stock 10,000 $0(2) 10,000 D
Stock Option (Right to Buy) $14.2901(2) 04/30/2014 A(2) 6,600(2) 04/30/2014 05/08/2018 Common Stock 6,600 $0(2) 6,600 D
Stock Option (Right to Buy) $3.7009(2) 04/30/2014 A(2) 26,000(2) 04/30/2014 05/22/2019 Common Stock 26,000 $0(2) 26,000 D
Stock Option (Right to Buy) $6.6127(2) 04/30/2014 A(2) 10,900(2) 04/30/2014 01/28/2020 Common Stock 10,900 $0(2) 10,900 D
Stock Option (Right to Buy) $9.3771(2) 04/30/2014 A(2) 9,500(2) 04/30/2014 01/27/2021 Common Stock 9,500 $0(2) 9,500 D
Stock Option (Right to Buy) $10.2558(2) 04/30/2014 A(2) 13,994(2) 04/30/2014 02/03/2017 Common Stock 13,994 $0(2) 13,994 D
Stock Option (Right to Buy) $11.4873(2) 04/30/2014 A(2) 19,572(2) 04/30/2014 02/07/2018 Common Stock 19,572 $0(2) 19,572 D
Phantom Stock Units (3) 04/30/2014 A(2) 14,585(2) (3) (3) Common Stock 14,585 (3) 14,585 D
Explanation of Responses:
1. Reflects common stock of Navient Corporation (Navient) acquired by the reporting person as a result of the spin-off of Navient by SLM Corporation (SLM) on April 30, 2014 (the "Spin-Off").
2. Reflects derivative securities acquired by the reporting person in connection with the Spin-Off. The share amounts, exercise prices and other material terms (as applicable) of the foregoing Navient derivative securities were determined in a manner such that, taken together with adjusted equity awards issued by SLM, the value of all awards of (a) SLM derivative securities held by the reporting person immediately prior to the Spin-Off is equal to (b) the aggregate value of all SLM and Navient equity awards held by the reporting person immediately following the Spin-Off.
3. Phantom stock units accrued under the Director Deferred Compensation Plan are to be settled in the SLM common stock upon the reporting person's separation from service. Conversion or exercise price of derivative security is one to one.
/s/ Eric Watson (POA) for Steven L Shapiro 05/02/2014
** 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 4 (b)(v).
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