Navient (NAVI) Form 3 NAVIENT / STEPHEN M HAUBER ownership change

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^*

HAUBER STEPHEN M

(Last) (First) (Middle)

123 S. JUSTISON STREET

(Street)

WILMINGTON DE 19801

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/19/2017

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)
SVP, Chief Risk&Compliance Off

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	78,995.5332	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	04/30/2014	01/27/2021	Common Stock	8,333	9.3771	D
Stock Option (Right to Buy)	05/01/2017	05/01/2019	Common Stock	47,307	17	D
Stock Option (Right to Buy)	(1)	02/18/2020	Common Stock	46,666	21.65	D
Stock Option (Right to Buy)	(2)	02/03/2021	Common Stock	138,613	9.18	D
Stock Option (Right to Buy)	(3)	02/06/2022	Common Stock	39,033	15.48	D

Explanation of Responses:

1. Represents grant of non-qualified stock options issued pursuant to the Navient 2014 Omnibus Incentive Plan that vest ratably over a three-year period commencing on the grant date of February 18, 2015. As of the filing date, 31,111 stock options are currently exercisable with the remaining 15,555 becoming exercisable on the third anniversary of the grant date (February 18, 2018).

2. Represents grant of non-qualified stock options issued pursuant to the Navient 2014 Omnibus Incentive Plan that vest ratably over a three-year period commencing on the grant date of February 3, 2016. As of the filing date, 46,204 stock options are currently exercisable with the remaining 92,409 becoming exercisable on the second and third anniversaries of the grant date (February 3, 2018, and February 3, 2019, respectively).

3. Represents grant of non-qualified stock options issued pursuant to the Navient 2014 Omnibus Incentive Plan that vest ratably over a three-year period commencing on the grant date of February 6, 2017. As of the filing date, no stock options are currently exercisable with the remaining 39,033 becoming exercisable on the first, second and third anniversaries of the grant date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Kurt T. Slawson (POA) for Stephen M. Hauber	06/28/2017
	** 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 5 (b)(v).
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