Edgar Filing: NAVIENT CORP

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SLM CORP

2. Issuer Name and Ticker or Trading Symbol
NAVIENT CORP [NAVI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

300 CONTINENTAL DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2014

(Street)

NEWARK, DE 19713

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	04/30/2014		J		100 ⁽¹⁾	D	$ 0	0	D
Common Stock	04/30/2014		J		422,739,239 ⁽¹⁾	A	$ 0	422,739,239	D
Common Stock	04/30/2014		J		422,739,239 ⁽²⁾	D	$ 0	0	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SLM CORP 300 CONTINENTAL DRIVE NEWARK, DE 19713		X

Signatures

/s/ Laurent C. Lutz, Executive Vice President, General Counsel and Secretary		04/30/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	In connection with the spin-off of Navient Corporation (Navient) by the reporting person (the "Spin-Off") and pursuant to the terms of the Separation and Distribution Agreement, dated April 28, 2014, by and among the reporting person, New BLC Corporation and Navient (the "Agreement"), Navient was restructured, with the reporting person surrendering all of the then-issued and outstanding shares of common stock of Navient (100 shares) in exchange for 422,739,239 shares of common stock of Navient, which equals the number of shares to be distributed by the reporting person pursuant to the terms of the Agreement.
(2)	In connection with the Spin-Off and pursuant to the terms of the Agreement, on April 30, 2014, the reporting person distributed to the holders of record of common stock of the reporting person as of the record date, April 22, 2014, 422,739,239 shares of common stock of Navient, pursuant to the terms of the Agreement, which represented a dividend of one share of Navient common stock for each share of the reporting person's common stock held by such holders as of the record date.

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