Sherborne Investors Management GP Form 4 NAVIENT / EDWARD J BRAMSON ownership change

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^*

Newbury Investors LLC

(Last) (First) (Middle)

135 EAST 57TH STREET

(Street)

NEW YORK NY 10022

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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(1)(2)	03/31/2022		P		315,408	A	$17.13(4)	29,123,997	I	By Newbury Investors LLC(3)
Common Stock(1)(2)	04/01/2022		P		326,000	A	$17.13(5)	29,449,997	I	By Newbury Investors LLC(3)

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

1. Name and Address of Reporting Person^*

Newbury Investors LLC

(Last) (First) (Middle)

135 EAST 57TH STREET

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sherborne Investors LP

(Last) (First) (Middle)

135 EAST 57TH STREET

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sherborne Investors Management LP

(Last) (First) (Middle)

135 EAST 57TH STREET

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sherborne Investors GP, LLC

(Last) (First) (Middle)

135 EAST 57TH STREET

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sherborne Investors Management GP, LLC

(Last) (First) (Middle)

135 EAST 57TH STREET

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BRAMSON EDWARD J

(Last) (First) (Middle)

135 EAST 57TH STREET

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Welker Stephen

(Last) (First) (Middle)

135 EAST 57TH STREET

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. This Form 4 is filed jointly by Newbury Investors LLC ("Newbury Investors"), Sherborne Investors LP ("Sherborne Investors LP"), Sherborne Investors Management LP ("Sherborne Investors Management"), Sherborne Investors GP, LLC ("Sherborne GP"), Sherborne Investors Management GP, LLC ("Sherborne Management GP"), Edward Bramson and Stephen Welker (collectively, the "Reporting Persons").

2. Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.

3. Shares of Common Stock directly owned by Newbury Investors. Each of Sherborne Investors LP, as the managing member of Newbury Investors, Sherborne Investors Management, as the investment manager of Newbury Investors, Sherborne GP, as the general partner of Sherborne Investors LP, Sherborne Management GP, as the general partner of Sherborne Investors Management, and Messrs. Bramson and Welker, as managing directors of each of Sherborne Management GP and Sherborne GP, may be deemed to be the beneficial owner of the shares of Common Stock directly owned by Newbury Investors.

4. The price reported in Column 4 is a weighted average price. These shares of Common Stock were purchased in multiple transactions at prices ranging from $16.81 to $17.43, inclusive. The Reporting Persons undertake to provide Navient Corporation, any security holder of Navient Corporation or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock purchased at each separate price within the range set forth in this footnote.

5. The price reported in Column 4 is a weighted average price. These shares of Common Stock were purchased in multiple transactions at prices ranging from $16.92 to $17.32, inclusive. The Reporting Persons undertake to provide Navient Corporation, any security holder of Navient Corporation or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock purchased at each separate price within the range set forth in this footnote.

	Newbury Investors LLC; By: Sherborne Investors LP; By: Sherborne Investors GP, LLC; By: /s/ Stephen Welker	04/04/2022
	Sherborne Investors LP; By: Sherborne Investors GP, LLC; By: /s/ Stephen Welker	04/04/2022
	Sherborne Investors Management LP; By: Sherborne Investors Management GP, LLC; By: /s/ Stephen Welker	04/04/2022
	Sherborne Investors GP, LLC; By: /s/ Stephen Welker	04/04/2022
	Sherborne Investors Management GP, LLC; By: /s/ Stephen Welker	04/04/2022
	/s/ Edward Bramson	04/04/2022
	/s/ Stephen Welker	04/04/2022
	** 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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