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	OMB APPROVAL 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* CHIVAVIBUL SOMSAK (Last) (First) (Middle) 123 JUSTISON STREET SUITE 300 (Street) WILMINGTON DE 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 Financial Officer
	3. Date of Earliest Transaction (Month/Day/Year) 02/18/2017
	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	02/18/2017		F		1,782(1)	D	$15.45	279,632.0625	D
Common Stock	02/18/2017		F		1,096(2)	D	$15.45	278,536.0625	D
Common Stock								47,440.6919(3)	I	By 401(k)
Common Stock								2,098	I	By Spouse

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

Explanation of Responses:

1. As previously reported, on February 18, 2015, Mr. Chivavibul was granted 13,058 vested restricted stock units ("RSUs") under the Navient Corporation 2014 Omnibus Incentive Plan representing the right to receive shares of Navient Corporation ("Navient") common stock in the future, subject to transfer restrictions which lapse in one-third increments on each of the first, second and third anniversaries of the grant. On February 18, 2017, 4,201 shares of such RSUs were settled and an additional 392 shares were issued to Mr. Chivavibul upon the delivery of the related dividend equivalent rights. In connection with this settlement, 1,782 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Chivavibul's tax withholding obligations.

2. As previously reported, on February 18, 2015, Mr. Chivavibul was granted 8,314 RSUs under the Navient Corporation 2014 Omnibus Incentive Plan representing the right to receive shares of Navient common stock in the future, which vest in one-third increments on each of the first, second and third anniversaries of the grant. On February 18, 2017, 2,772 shares of such RSUs were settled and an additional 259 shares were issued to Mr. Chivavibul upon the vesting of the related dividend equivalent rights. In connection with this settlement, 1,096 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Chivavibul's tax withholding obligations.

3. Between February 6, 2017, and February 20, 2017 Mr. Chivavibul's share equivalents of Navient common stock under the Navient 401(k) Savings Plan decreased by 27.4270. The information in this report is based on the reporting person's actual account balance as of February 20, 2017.

	/s/ Kurt T. Slawson (POA) for Somsak Chivavibul	02/21/2017
	** 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).
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