Troy Standish Form 3 NAVIENT / TROY STANDISH 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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

STANDISH TROY

(Last)

(First)

(Middle)

13865 SUNRISE VALLEY DRIVE

(Street)

HERNDON

20171

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/11/2024

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)
EVP & Chief Operating 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	173,763.812⁽¹⁾⁽²⁾⁽³⁾	D
Common Stock	13,583.109	I	By 401(k)

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)
Phantom Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	794.981	0	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 and under the Navient Corporation 2024 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. 9,118 RSUs granted in 2022 have or will vest in one-third increments on the first, second and third anniversary of the grant date (February 4, 2022). 5,946 RSUs granted in 2023 have or will vest in one-third increments on the first, second and third anniversary of the grant date (February 6, 2023). 12,507 RSUs granted in 2024 will vest in one-third increments on the first, second and third anniversary of the grant date (February 9, 2024). An additional 7,697 RSUs granted in 2024 will vest in one-third increments on the first, second and third anniversary of the grant date (May 23, 2024).

2. 10,030 PSUs granted in 2022 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 2024. The performance conditions shall be those approved by the Compensation Committee (the "Committee") in connection with the Company's 2022 Long-Term Incentive Program and are set forth in the form of PSU award agreement applicable to the performance period. 6,147 PSUs granted in 2023 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 2025. The performance conditions to be used shall be those approved by the Committee in connection with the Company's 2023 Long-Term Incentive Program and are set forth in the form of PSU award agreement applicable to the performance period.

3. 14,741 PSUs granted in 2024 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 2026. The performance conditions to be used shall be those approved by the Committee in connection with the Company's 2024 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.

4. Each share of phantom stock is the economic equivalent of one share of Navient common stock. The shares of phantom stock will be settled in cash or shares of Navient common stock based on the reporting person's deferral and distribution elections in the Navient Corporation Supplemental 401(k) Savings Plan and the Navient Corporation Deferred Compensation Plan for Key Employees.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Elizabeth Han (POA) for Troy Standish	10/21/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Troy Standish Form 3NAVIENT / TROY STANDISH ownership change