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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0000921895-22-000769 0001406888 XXXXXXXX LIVE 9 Common Stock, par value $0.01 per share 12/20/2024 false 0001593538 63938C108 NAVIENT CORP 13865 SUNRISE VALLEY DRIVE HERNDON VA 20171 EDWARD BRAMSON 212-735-1000 SHERBORNE INVESTORS MANAGEMENT LP 135 East 57th Street New York NY 10022 STEPHEN WELKER 212-735-1000 SHERBORNE INVESTORS MANAGEMENT LP 135 East 57th Street New York NY 10022 KENNETH MANTEL, ESQ. 212-451-2300 OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York NY 10019 0001406672 N Sherborne Investors Management LP AF N DE 0.00 29449997.00 0.00 29449997.00 29449997.00 N 27.4 PN 0002039965 N Sherborne Strategic Fund F, LLC WC N DE 0.00 29449997.00 0.00 29449997.00 29449997.00 N 27.4 OO 0001914278 N Newbury Investors LLC WC N DE 0.00 0.00 0.00 0.00 0.00 N 0 OO 0002013694 N Sherborne Investors Master GP, LLC AF N DE 0.00 29449997.00 0.00 29449997.00 29449997.00 N 27.4 OO 0001406888 N Sherborne Investors lp AF N DE 0.00 29449997.00 0.00 29449997.00 29449997.00 N 27.4 PN 0001373507 N Sherborne Investors Gp, LLC AF N DE 0.00 29449997.00 0.00 29449997.00 29449997.00 N 27.4 OO 0001406671 N Sherborne Investors Management gp, llc AF N DE 0.00 29449997.00 0.00 29449997.00 29449997.00 N 27.4 OO 0001016268 N BRAMSON EDWARD J OO N X1 0.00 29449997.00 0.00 29449997.00 29449997.00 N 27.4 IN 0001914277 N Welker Stephen OO N X1 0.00 29449997.00 0.00 29449997.00 29449997.00 N 27.4 IN Common Stock, par value $0.01 per share NAVIENT CORP 13865 SUNRISE VALLEY DRIVE HERNDON VA 20171 The following constitutes Amendment No. 9 to the Schedule 13D filed by the undersigned ("Amendment No. 9"). This Amendment No. 9 amends the Schedule 13D as specifically set forth herein. 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. Sherborne Investors Management LP /s/ Stephen Welker Stephen Welker, Managing Director 12/26/2024 Sherborne Strategic Fund F, LLC /s/ Stephen Welker Stephen Welker, Managing Director 12/26/2024 Newbury Investors LLC /s/ Stephen Welker Stephen Welker, Managing Director 12/26/2024 Sherborne Investors Master GP, LLC /s/ Stephen Welker Stephen Welker, Managing Director 12/26/2024 Sherborne Investors lp /s/ Stephen Welker Stephen Welker, Managing Director 12/26/2024 Sherborne Investors Gp, LLC /s/ Stephen Welker Stephen Welker, Managing Director 12/26/2024 Sherborne Investors Management gp, llc /s/ Stephen Welker Stephen Welker, Managing Director 12/26/2024 BRAMSON EDWARD J /s/ Edward J Bramson Edward J Bramson 12/26/2024 Welker Stephen /s/ Stephen Welker Stephen Welker 12/26/2024