Statement of Changes in Beneficial Ownership (4)

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 ^* REMONDI JOHN F	2. Issuer Name and Ticker or Trading Symbol NAVIENT CORP [ NAVI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer
(Last) (First) (Middle) 123 S. JUSTISON STREET, SUITE 300	3. Date of Earliest Transaction (MM/DD/YYYY) 2/4/2021
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	2/4/2021		A		162601 ⁽¹⁾	A	$0	2980061.5056	D
Common Stock	2/4/2021		A		253378 ⁽²⁾	A	$0	3233439.5056	D
Common Stock	2/5/2021		F		9935 ⁽³⁾	D	$12.43	3223504.4694 ⁽⁴⁾	D
Common Stock	2/5/2021		F		28064 ⁽⁵⁾	D	$12.43	3195440.4694	D
Common Stock	2/6/2021		F		21677 ⁽⁶⁾	D	$12.43	3173763.4694	D
Common Stock								250	I	As custodian for child

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
(1)	Represents a grant of common stock to the reporting person in the form of restricted stock units ("RSUs") pursuant to the Navient Corporation 2014 Omnibus Incentive Plan (the "Plan"). The RSUs will be settled solely by delivery of shares of Navient common stock and vest in one-third increments on each of the first, second and third anniversaries of the grant date.
(2)	Represents a grant of common stock to the reporting person in the form of performance stock units ("PSUs") to be settled solely by delivery of shares of the Company's common stock. Upon vesting, a specified percentage of this target award will vest and be settled based upon the satisfaction of certain performance conditions over a three-year performance period ending on the final day of fiscal year 2023. The performance conditions shall be approved by the Committee in connection with the Company's 2021 Long-Term Incentive Program and shall be set forth in the form of PSU award agreement approved by the Navient Compensation and Personnel Committee (the "Committee").
(3)	As previously reported, on February 5, 2018, the reporting person was granted 58,694 RSUs under the Plan representing the right to receive shares of Navient Corporation ("Navient") common stock in the future, which vest in one-third increments on each of the first, second and third anniversaries of the grant date. On February 5, 2021, 18,742 shares of such RSUs were settled and an additional 3,810.0362 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 9,935 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.
(4)	Reflects the disposition of 0.0362 shares settled in cash upon the delivery of the related dividend equivalent rights, in accordance with the terms of the Plan.
(5)	As previously reported, on February 5, 2019, the reporting person was granted 174,825 RSUs under the Plan representing the right to receive shares of Navient common stock in the future, which vest in one-third increments on each of the first, second and third anniversaries of the grant date. On February 5, 2021, 55,825 shares of such RSUs were settled and an additional 7,880 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 28,064 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.
(6)	As previously reported, on February 6, 2020, the reporting person was granted 141,843 RSUs under the Plan representing the right to receive shares of Navient common stock in the future, which vest in one-third increments on each of the first, second and third anniversaries of the grant date. On February 6, 2021, 45,295 shares of such RSUs were settled and an additional 3,912 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 21,677 shares were withheld by Navient, as approved by the Committee, to satisfy the reporting person's tax withholding obligations.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
REMONDI JOHN F 123 S. JUSTISON STREET SUITE 300 WILMINGTON, DE 19801	X		Chief Executive Officer