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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^*

HYNES TIMOTHY J IV

(Last)

(First)

(Middle)

123 JUSTISON STREET

SUITE 300

(Street)

WILMINGTON

19801

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Chief Risk&Compliance Off

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2016

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/03/2016		A		28,758⁽¹⁾	A	$0	128,176.6655⁽²⁾	D
Common Stock	02/03/2016		A		47,930⁽³⁾	A	$0	176,106.6655	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$9.18	02/03/2016		A		174,257		⁽⁴⁾	02/03/2021	Common Stock	174,257	$0	174,257	D

Explanation of Responses:

1. Grant of restricted stock units (RSUs) under the Navient Corporation 2014 Omnibus Incentive Plan, which is classified as "Common Stock," as permitted, since the RSUs will be settled solely by delivery of shares of Navient common stock. These RSUs vest in one-third increments on each of the first, second and third anniversaries of the grant date.

2. Dividend equivalent rights issued on RSUs are included in the reporting person's common stock holding balance.

3. Grant of Performance Stock Units ("PSUs") which is classified as "Common Stock," as permitted, since the PSUs will be settled solely by delivery of shares of the Company's common stock upon vesting. A specified percentage of this target award will vest and be settled based upon the satisfaction of certain performance conditions over a three-year performance period ending on the final day of fiscal year 2018. The performance conditions to be used shall be those approved by the Committee in connection with the Company's 2016 Long-Term Incentive Program and shall be set forth in the form of PSU award agreement approved by the Committee. Each vested PSU will be settled in shares of the Company's common stock.

4. Grant of net-settled stock options under the Navient Corporation 2014 Omnibus Incentive Plan. These options vest in one-third increments on each of the first, second and third anniversaries of the grant date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Kurt T. Slawson (POA) for Timothy J Hynes IV	02/05/2016
	** 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.

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 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 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 10th day of August, 2015.


Signature:     ___/s/ Timothy J. Hynes IV____
Name:                 Timothy J. Hynes IV