Securities Registration (section 12(b)) (8-a12b)
December 20 2021 - 10:47AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
NAVIENT
CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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46-4054283
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(State of Incorporation or Organization)
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(IRS Employer
Identification Number)
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123 Justison Street, Wilmington, Delaware
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19801
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(Address of Principal Executive Offices)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class
to be so Registered
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Name of Each Exchange on Which
Each
Class is to be Registered
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Preferred Stock Purchase Rights
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The NASDAQ Global Select Market
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant
to General Instruction A.(c) or (e), check the following box: ☒
If this form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box: ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following
box: ☐
Securities Act registration statement or Regulation A offering statement file number to which this form
relates:
N/A
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Each
Class)
Item 1.
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Description of Securities To Be Registered.
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On December 20, 2021, the Board of Directors of Navient Corporation (the Company), a Delaware corporation,
declared a dividend of one preferred share purchase right (a Right) for each outstanding share of common stock, par value $0.01 per share, and adopted a shareholder rights plan, as set forth in the Rights Agreement dated as of
December 20, 2021 (the Rights Agreement), by and between the Company and Computershare Trust Company, N.A., as rights agent. The dividend is payable on December 30, 2021 to Company shareholders of record as of the close of
business on December 30, 2021.
Each Right will allow its holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.20 per share, for $100, once the Rights become exercisable.
The Rights are in all respects subject to and governed by the provisions of the Rights Agreement, which is incorporated herein
by reference. The description of the Rights is incorporated herein by reference to the description set forth under Items 1.01, 3.03 and 5.03 of the Companys Current Report on Form 8-K filed on
December 20, 2021 and is qualified in its entirety by reference to the full text of the Rights Agreement.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly authorized.
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Dated: December 20, 2021
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NAVIENT CORPORATION
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By:
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/s/ Mark L. Heleen
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Name: Mark L. Heleen
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Title: Chief Legal Officer
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