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* HELEEN MARK L (Last) (First) (Middle) 123 S. 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, CLO & Secretary
	3. Date of Earliest Transaction (Month/Day/Year) 02/04/2021
	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	02/04/2021		A		30,487(1)	A	$0	326,691.1821(2)	D
Common Stock	02/04/2021		A		31,672(3)	A	$0	358,363.1821	D
Common Stock	02/05/2021		F		1,642(4)	D	$12.43	356,720.5125(5)	D
Common Stock	02/05/2021		F		3,525(6)	D	$12.43	353,195.5125	D
Common Stock	02/06/2021		F		2,723(7)	D	$12.43	350,472.5125	D
Common Stock								9,258.2277(8)	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

Explanation of Responses:

1. Represents a grant of common stock to the reporting person in the form of restricted stock units ("RSUs") pursuant to the Navient Corporation 2014 Omnibus Incentive Plan (the "Plan"). The RSUs will be settled solely by delivery of shares of Navient Corporation ("Navient") common stock and vest in one-third increments on each of the first, second and third anniversaries of the grant date.

2. Dividend equivalent rights (2,616.4072 units) issued on RSUs and performance stock units ("PSUs") are included in the reporting person's common stock holding balance. Each dividend equivalent right is the economic equivalent of one share of Navient common stock.

3. Represents a grant of common stock to the reporting person in the form of PSUs to 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 2023. The performance conditions shall be approved by the Committee in connection with the Company's 2021 Long-Term Incentive Program and shall be set forth in the form of PSU award agreement approved by the Navient Compensation and Personnel Committee (the "Committee").

4. As previously reported, on February 5, 2018, the reporting person was granted 11,005 RSUs under the 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 date. On February 5, 2021, 3,668 shares of such RSUs were settled and an additional 746.6696 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 1,642 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

5. Reflects the disposition of 0.6696 shares settled in cash upon the delivery of the related dividend equivalent rights, in accordance with the terms of the Plan.

6. As previously reported, on February 5, 2019, the reporting person was granted 32,779 RSUs under the 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 date. On February 5, 2021, 10,464 shares of such RSUs were settled and an additional 1,477 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 3,525 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

7. As previously reported, on February 6, 2020, the reporting person was granted 26,595 RSUs under the 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 date. On February 6, 2021, 8,490 shares of such RSUs were settled and an additional 733 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 2,723 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

8. Between May 4, 2020, and February 5, 2021, the reporting person acquired 500.7429 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 February 5, 2021.

	/s/ Kurt T. Slawson (POA) for Mark L. Heleen	02/08/2021
	** Signature of Reporting Person	Date
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