Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
|
NAVIENT CORP (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
63938C108 (CUSIP Number) |
EDWARD BRAMSON SHERBORNE INVESTORS MANAGEMENT LP, 135 East 57th Street New York, NY, 10022 212-735-1000 STEPHEN WELKER SHERBORNE INVESTORS MANAGEMENT LP, 135 East 57th Street New York, NY, 10022 212-735-1000 KENNETH MANTEL, ESQ. OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/27/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 63938C108 |
| 1 |
Name of reporting person
Sherborne Investors Management LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
29,449,997.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 63938C108 |
| 1 |
Name of reporting person
Sherborne Strategic Fund F, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Inst
ructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
29,449,997.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 63938C108 |
| 1 |
Name of reporting person
Newbury Investors LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 63938C108 |
| 1 |
Name of reporting person
Sherborne Investors Master GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
29,449,997.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 63938C108 |
| 1 |
Name of reporting person
Sherborne Investors LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
29,449,997.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 63938C108 |
| 1 |
Name of reporting person
Sherborne Investors GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
29,449,997.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes ce
rtain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 63938C108 |
| 1 |
Name of reporting person
Sherborne Investors Management GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
29,449,997.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
NAME OF REPORTING PERSONS BRAMSON EDWARD J CIK of reporting person: 0001016268
SCHEDULE 13D
|
| CUSIP No. | 63938C108 |
| 1 |
Name of reporting person
BRAMSON EDWARD J | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
29,449,997.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 63938C108 |
| 1 |
Name of reporting person
Welker Stephen | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
29,449,997.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
NAVIENT CORP | |
| (c) | Address of Issuer's Principal Executive Offices:
13865 SUNRISE VALLEY DRIVE, HERNDON,
VIRGINIA
, 20171. | |
Item 1 Comment:
The following constitutes Amendment No. 10 to the Schedule 13D filed by the undersigned ("Amendment No. 10"). This Amendment No. 10 is being filed to reflect a change in beneficial ownership solely as a result of a decrease in the number of outstanding Shares as reported in the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission on February 27, 2025, and not as a result of an acquisition of Shares by the Reporting Persons. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 is hereby amended and restated to read as follows:A. SSFFAs of the date hereof, SSFF beneficially owned 29,449,997 Shares. Percentage: Approximately 28.8%B. Newbury InvestorsAs of the date hereof, Newbury Investors beneficially owned 0 Shares. Percentage: Approximately 0%C. Sherborne MasterSherborne Master, as the managing member of SSFF, may be deemed the beneficial owner of the 29,449,997 Shares owned by SSFF. Percentage: Approximately 28.8%D. Sherborne Investors LPSherborne Investors LP, as the sole member of Sherborne Master, may be deemed the beneficial owner of the 29,449,997 Shares owned by SSFF. Percentage: Approximately 28.8%E. Sherborne Investors ManagementSherborne Investors Management, as the investment manager of SSFF, may be deemed the beneficial owner of the 29,449,997 Shares owned by SSFF. Percentage: Approximately 28.8%F. Sherborne GPSherborne GP, as the general partner of Sherborne Investors LP, may be deemed the beneficial owner of the 29,449,997 Shares owned by SSFF. Percentage: Approximately 28.8%G. Sherborne Management GPSherborne Management GP, as the general partner of Sherborne Investors Management, may be deemed the beneficial owner of the 29,449,997 Shares owned by SSFF. Percentage: Approximately 28.8H. Messrs. Bramson and WelkerEach of Messrs. Bramson and Welker, as a managing director of each of Sherborne GP and Sherborne Management GP, may be deemed the beneficial owner of the 29,449,997 Shares owned by SSFF. Percentage: Approximately 28.8% | |
| (b) | A. SSFF1. Sole power to vote or direct vote: 02. Shared power to vote or direct vote: 29,449,9973. Sole power to dispose or direct the disposition: 04. Shared power to dispose or direct the disposition: 29,449,997B. Newbury Investors1. Sole power to vote or direct vote: 02. Shared power to vote or direct vote: 03. Sole power to dispose or direct the disposition: 04. Shared power to dispose or direct the disposition: 0C. Sherborne Master1. Sole power to vote or direct vote: 02. Shared power to vote or direct vote: 29,449,9973. Sole power to dispose or direct the disposition: 04. Shared power to dispose or direct the disposition: 29,449,997D. Sherborne Investors LP1. Sole power to vote or direct vote: 02. Shared power to vote or direct vote: 29,449,9973. Sole power to dispose or direct the disposition: 04. Shared power to dispose or direct the disposition: 29,449,997E. Sherborne Investors Management1
. Sole power to vote or direct vote: 02. Shared power to vote or direct vote: 29,449,9973. Sole power to dispose or direct the disposition: 04. Shared power to dispose or direct the disposition: 29,449,997F. Sherborne GP1. Sole power to vote or direct vote: 02. Shared power to vote or direct vote: 29,449,9973. Sole power to dispose or direct the disposition: 04. Shared power to dispose or direct the disposition: 29,449,997G. Sherborne Management GP1. Sole power to vote or direct vote: 02. Shared power to vote or direct vote: 29,449,9973. Sole power to dispose or direct the disposition: 04. Shared power to dispose or direct the disposition: 29,449,997H. Messrs. Bramson and Welker1. Sole power to vote or direct vote: 02. Shared power to vote or direct vote: 29,449,9973. Sole power to dispose or direct the disposition: 04. Shared power to dispose or direct the disposition: 29,449,997 | |
| (c) | A. SSFFSSFF has not entered into any transactions in the Shares in the past 60 days.B. Newbury InvestorsNewbury Investors has not entered into any transactions in the Shares in the past 60 days.C. Sherborne MasterSherborne Master has not entered into any transactions in the Shares in the past 60 days.D. Sherborne Investors LPSherborne Investors LP has not entered into any transactions in the Shares in the past 60 days.E. Sherborne Investors ManagementSherborne Investors Management has not entered into any transactions in the Shares in the past 60 days.F. Sherborne GPSherborne GP has not entered into any transactions in the Shares in the past 60 days.G. Sherborne Management GPSherborne Management GP has not entered into any transactions in the Shares in the past 60 days.H. Messrs. Bramson and WelkerMessrs. Bramson and Welker have not entered into any transactions in the Shares in the past 60 days. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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