13D Filings
NAVIENT CORP
JSM
Amendment
Ownership

27.40%

Total Shares

29,449,997

Issuer CIK

1593538

CUSIP

63938C108

Event Date

Dec 19, 2024

Accepted

Dec 26, 2024, 10:37 AM

Reporting Persons (9)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
Welker Stephen
Individual
27.40%29,449,997029,449,997
Sherborne Strategic Fund F, LLC
Other
27.40%29,449,997029,449,997
Sherborne Investors Management LP
Partnership
27.40%29,449,997029,449,997
Sherborne Investors Master GP, LLC
Other
27.40%29,449,997029,449,997
Sherborne Investors lp
Partnership
27.40%29,449,997029,449,997
Sherborne Investors Gp, LLC
Other
27.40%29,449,997029,449,997
Sherborne Investors Management gp, llc
Other
27.40%29,449,997029,449,997
BRAMSON EDWARD J
Individual
27.40%29,449,997029,449,997
Newbury Investors LLC
Other
0.00%000
Disclosure Items (4)

Security Title

Common Stock, par value $0.01 per share

Issuer Name

NAVIENT CORP

Issuer Address

13865 SUNRISE VALLEY DRIVE, HERNDON, VA, 20171

Item 4 is hereby amended to add the following: On December 20, 2024, Sherborne Investors Management LP and certain of its affiliates (collectively, "Sherborne") and the Issuer entered into Amendment No. 2 to the Nomination and Cooperation Agreement (the "Amendment"), amending that certain Nomination and Cooperation Agreement, dated as of April 14, 2022, as previously amended by Amendment No. 1 to Nomination and Cooperation Agreement, dated as of December 14, 2023 (as amended, the "Agreement"). The Issuer's Board of Directors has agreed to appoint Edward J. Bramson as Chair of the Board, effective upon the conclusion of the Issuer's 2025 annual meeting of stockholders. The Amendment amends the Agreement to extend the "Covered Period", during which certain customary standstill provisions and other terms apply, at least through the earlier of (x) the closing of the Issuer's 2025 annual meeting of stockholders and (y) 5:00 p.m. Eastern Time on June 30, 2025. The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 1 hereto and is incorporated herein by reference.

Item 6 is hereby amended to add the following: On December 20, 2024, Sherborne and the Issuer entered into the Amendment, as defined and described in Item 4 above and attached as Exhibit 1 hereto.

Exhibit 1 - Amendment No. 2 to Nomination and Cooperation Agreement, dated as of December 20, 2024, by and among Sherborne Investors Management LP, Newbury Investors LLC, Sherborne Strategic Fund F, LLC, Edward J. Bramson and Navient Corporation.