FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

HYNES TIMOTHY J IV 		2. Issuer Name and Ticker or Trading Symbol

NAVIENT CORP [ NAVI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP, Chief Risk&Compliance Off
(Last)          (First)          (Middle)

123 JUSTISON STREET, SUITE 300 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/1/2015
(Street)

WILMINGTON, DE 19801
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/1/2015     F    694   (1) D $19.74   97460.3745   (2) D    
Common Stock   5/1/2015     S    296   (3) D $19.6445   97164.3745   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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

Explanation of Responses:
( 1)  As previously reported, on May 1, 2014, Mr. Hynes was granted 5,882 restricted stock units ("RSUs") under the Navient Corporation 2014 Omnibus Incentive Plan representing the right to receive shares of Navient common stock in the future, which vest in one-third increments on May 1, 2015, May 1, 2016 and May 1, 2017. On May 1, 2015, 1,960 shares of such RSUs were settled and an additional 62 shares were issued to Mr. Hynes upon the vesting of the related dividend equivalent rights. In connection with this settlement, 694 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Hynes's tax withholding obligations.
( 2)  Dividend equivalent rights issued on RSUs and performance stock units are included in Mr. Hynes's common stock holding balance.
( 3)  Per the instructions of Mr. Hynes, an additional 296 shares were sold in an open market transaction in order to provide funds to pay the difference between his projected actual federal tax liability and the permitted amount of federal tax withholding from the May 1st RSU vesting event.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HYNES TIMOTHY J IV
123 JUSTISON STREET
SUITE 300
WILMINGTON, DE 19801

EVP, Chief Risk&Compliance Off

Signatures
/s/ Kurt T. Slawson (POA) for Timothy J Hynes IV 5/5/2015
** 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).
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 control number.
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