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Filing Details

Accession Number:: 0001104659-19-009864
Form Type:: 13D Filing
Publication Date:: 2019-02-21 17:01:32

Filed By:: Canyon Capital Advisors
Company:: Navient Corp (NASDAQ:NAVI)
Filing Date:: 2019-02-21
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Canyon Capital Advisors	25,649,480	0	25,649,480	0	25,649,480	10.4%
Mitchell R. Julis	0	25,649,480	0	25,649,480	25,649,480	10.4%
Joshua S. Friedman	0	25,649,480	0	25,649,480	25,649,480	10.4%

Filing

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

Navient Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

63938C108

(CUSIP Number)

Canyon Partners, LLC

2000 Avenue of the Stars, 11th Floor

Los Angeles, CA 90067

(310) 272- 1000

Attention: Jonathan M. Kaplan

with a copy to:

Alan J. Sinsheimer

C. Andrew Gerlach

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

(212) 558-4000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 21, 2019

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. x

(Page 1 of 6 Pages)

* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

CUSIP No. 63938C108						SCHEDULE 13D/A

	1	Name of Reporting Person Canyon Capital Advisors LLC

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3	SEC Use Only

	4	Source of Funds AF

	5	Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power 25,649,480

			8	Shared Voting Power -0-

			9	Sole Dispositive Power 25,649,480

			10	Shared Dispositive Power -0-

	11	Aggregate Amount Beneficially Owned by Each Person 25,649,480

	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 10.4%

	14	Type of Reporting Person IA

CUSIP No. 63938C108						SCHEDULE 13D/A

	1	Name of Reporting Person Mitchell R. Julis

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3	SEC Use Only

	4	Source of Funds AF

	5	Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power -0-

			8	Shared Voting Power 25,649,480

			9	Sole Dispositive Power -0-

			10	Shared Dispositive Power 25,649,480

	11	Aggregate Amount Beneficially Owned by Each Person 25,649,480

	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 10.4%

	14	Type of Reporting Person IN

CUSIP No. 63938C108						SCHEDULE 13D/A

	1	Name of Reporting Person Joshua S. Friedman

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3	SEC Use Only

	4	Source of Funds AF

	5	Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power -0-

			8	Shared Voting Power 25,649,480

			9	Sole Dispositive Power -0-

			10	Shared Dispositive Power 25,649,480

	11	Aggregate Amount Beneficially Owned by Each Person 25,649,480

	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 10.4%

	14	Type of Reporting Person IN

CUSIP No. 63938C108

SCHEDULE 13D/A

The following constitutes Amendment No. 4 (Amendment No. 4) to the Schedule 13D filed by the undersigned on April 4, 2018, as amended prior to the date of Amendment No. 4 (as so amended, the Original Schedule 13D). This Amendment No. 4 amends the Original Schedule 13D as specifically set forth herein (as so amended, the Schedule 13D).

Item 4. Purpose of the Transaction

Item 4 of the Original Schedule 13D is hereby amended to add the following:

On February 21, 2019, CCA formally notified the Issuer of its plans to nominate the following four candidates as nominees for election to the Board as independent directors at the Issuers 2019 annual meeting of stockholders: Mr. Alan Robert Ginsberg, Mr. Gregory A. Pratt, Ms. Ivona Smith and Mr. Robert Webster (each, a Nominee). CCA has agreed to reimburse each Nominee for reasonable out-of-pocket expenses and to indemnify each Nominee against any losses incurred by such Nominee in connection with any action, suit or proceeding brought by any third party, in each case arising out of or relating to the solicitation of proxies resulting from such Nominees nomination.

Item 5. Interest in Securities of the Issuer

Item 5(c) of the Original Schedule 13D is hereby amended and restated as follows:

(c) There have been no transactions by the Reporting Persons in the shares of Common Stock since the most recent filing of Schedule 13D by the Reporting Persons on February 20, 2019.

CUSIP No. 63938C108

SCHEDULE 13D/A

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 21, 2019

CANYON CAPITAL ADVISORS LLC

/s/ Doug Anderson
Name: Doug Anderson
Title: Chief Compliance Officer

/s/ Mitchell R. Julis
MITCHELL R. JULIS

/s/ Joshua S. Friedman
JOSHUA S. FRIEDMAN