SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Morris Ted A

(Last)

(First)

(Middle)

123 S. JUSTISON STREET

(Street)

WILMINGTON

19801

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2020

3. Issuer Name and Ticker or Trading Symbol
NAVIENT CORP [ NAVI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Acting Chief Financial Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	62,702.9093⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	02/03/2019	02/03/2021	Common Stock	92,409	$9.18	D
Stock Option (Right to Buy)	02/06/2020	02/06/2022	Common Stock	39,033	$15.48	D
Stock Option (Right to Buy)	⁽²⁾	02/05/2023	Common Stock	31,853	$13.63	D

Explanation of Responses:

1. The reporting person's common stock balance includes grants of restricted stock units (RSUs) and performance stock units (PSUs) under the Navient Corporation 2014 Omnibus Incentive Plan, which are classified as "Common Stock," as permitted, since the awards will be settled solely by delivery of shares of Navient common stock. 14,123 RSUs granted in 2018 have or will vest in one-third increments on the first, second and third anniversary of the grant date (February 5, 2018). 16,389 RSUs granted in 2019 have or will vest in one-third increments on the first, second and third anniversary of the grant date (February 5, 2019). 13,297 RSUs granted in 2020 will vest in one-third increments on the first, second and third anniversary of the grant date (February 6, 2020). 5,463 PSUs granted in 2019 will vest and be settled at a specified percentage of the target award based upon the satisfaction of certain performance conditions over a three-year performance period ending on the final day of fiscal year 2021. The performance conditions shall be those approved by the Compensation Committee in connection with the Company's 2019 Long-Term Incentive Program and are set forth in the form of PSU award agreement applicable to the performance period. Each vested PSU will be settled in shares of the Company's common stock. 4,432 PSUs granted in 2020 will vest and be settled at a specified percentage of the target award based upon the satisfaction of certain performance conditions over a three-year performance period ending on the final day of fiscal year 2022. The performance conditions to be used shall be those approved by the Committee in connection with the Compensation Company's 2020 Long-Term Incentive Program and are set forth in the form of PSU award agreement applicable to the performance period. Each vested PSU will be settled in shares of the Company's common stock. Dividend equivalent rights issued on RSUs are included in the reporting person's common stock holding balance.

2. Grant of net-settled stock options under the Navient Corporation 2014 Omnibus Incentive Plan. These options have or will vest in one-third increments on each of the first, second and third anniversaries of the grant date (February 5, 2018).

Remarks:

Exibit 24: Power of Attorney

	/s/ Kurt T. Slawson (POA) for Ted A. Morris	06/11/2020
	** 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 5 (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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