0001127602-18-004390.txt : 20180206 0001127602-18-004390.hdr.sgml : 20180206 20180206183238 ACCESSION NUMBER: 0001127602-18-004390 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180203 FILED AS OF DATE: 20180206 DATE AS OF CHANGE: 20180206 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WHORLEY JOHN F JR CENTRAL INDEX KEY: 0001215156 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36228 FILM NUMBER: 18578844 MAIL ADDRESS: STREET 1: C/O SLM CORP STREET 2: 12061 BLUEMONT WAY CITY: RESTON STATE: VA ZIP: 20190 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NAVIENT CORP CENTRAL INDEX KEY: 0001593538 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 464054283 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 123 JUSTISON STREET STREET 2: SUITE 300 CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 302-283-8000 MAIL ADDRESS: STREET 1: 123 JUSTISON STREET STREET 2: SUITE 300 CITY: WILMINGTON STATE: DE ZIP: 19801 FORMER COMPANY: FORMER CONFORMED NAME: New Corp DATE OF NAME CHANGE: 20131205 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2018-02-03 0001593538 NAVIENT CORP NAVI 0001215156 WHORLEY JOHN F JR 123 JUSTISON STREET SUITE 300 WILMINGTON DE 19801 1 EVP & Group President Common Stock 2018-02-03 4 F 0 4968 14.21 D 201056.9731 D Common Stock 2018-02-05 4 A 0 19075 0 A 220131.9731 D Common Stock 2018-02-05 4 A 0 47688 0 A 267819.9731 D Stock Option (Right to Buy) 13.63 2018-02-05 4 A 0 150579 0 A 2023-02-05 Common Stock 150579 150579 D As previously reported, on February 3, 2016, the reporting person was granted 43,137 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, which vest in one-third increments on each of the first, second and third anniversaries of the grant. On February 3, 2018, 14,379 shares of such RSUs were settled and an additional 1,380 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 4,968 shares were withheld by Navient, as approved by the Navient Compensation and Personnel Committee (the "Committee"), to satisfy the reporting person's tax withholding obligations. Dividend equivalent rights 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 Corporation common stock. Grant of 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. Grant of 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 2020. The performance conditions to be used shall be those approved by the Committee in connection with the Company's 2018 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. 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. /s/ Kurt T. Slawson (POA) for John F. Whorley, Jr. 2018-02-06