Sherborne Investors Amends Navient Stake Filing

TL;DR

Sherborne updated their Navient filing (13D/A #8) - ownership details changed.

AI Summary

Sherborne Investors Management LP, through its filing on November 1, 2024, has amended its Schedule 13D regarding Navient Corporation. This amendment, the eighth, indicates a change in their beneficial ownership of Navient's common stock. The filing details the entities involved, including Sherborne Investors Management LP and its principals Edward Bramson and Stephen Welker, along with legal counsel Olshan Frome Wolosky LLP.

Why It Matters

This filing signifies a potential shift in control or influence over Navient Corporation by Sherborne Investors Management LP, which could impact the company's strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or activist investor campaigns, introducing uncertainty.

Key Players & Entities

• Sherborne Investors Management LP (company) — Filing entity
• Navient Corporation (company) — Subject company
• Edward Bramson (person) — Principal of Sherborne Investors Management LP
• Stephen Welker (person) — Principal of Sherborne Investors Management LP
• Olshan Frome Wolosky LLP (company) — Legal counsel

FAQ

Key Financial Figures

• $0.01 — ame of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti

Filing Documents

• sc13da812083005_11012024.htm (SC 13D/A) — 289KB
• ex991to13da812083005_110124.htm (EX-99.1) — 25KB
• 0000921895-24-002434.txt ( ) — 316KB

Identity and Background

Item 2. Identity and Background.

is hereby amended

Item 2 is hereby amended and restated to read as follows: (a) This (i) Sherborne Strategic Fund F, LLC, a Delaware limited liability company (“SSFF”), with respect to the Shares directly and beneficially owned by it; (ii) Newbury Investors LLC, a Delaware limited liability company (“Newbury Investors”); (iii) Sherborne Investors Master GP, LLC, a Delaware limited liability company (“Sherborne Master”), as the managing member of SSFF and Newbury Investors; (iv) Sherborne Investors LP, a Delaware limited partnership (“Sherborne Investors LP”), as the sole member of Sherborne Master; (v) Sherborne Investors Management LP, a Delaware limited partnership (“Sherborne Investors Management”), as the investment manager of SSFF and Newbury Investors; (vi) Sherborne Investors GP, LLC, a Delaware limited liability company (“Sherborne GP”), as the general partner of Sherborne Investors LP; (vii) Sherborne Investors Management GP, LLC, a Delaware limited liability company (“Sherborne Management GP”), as the general partner of Sherborne Investors Management; (viii) Edward Bramson, as a managing director of each of Sherborne GP and Sherborne Management GP; and (ix) Stephen Welker, as a managing director of each of Sherborne GP and Sherborne Management GP. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” (b) The address of the principal office of each of the Reporting Persons is 135 East 57 th Street, New York, New York 10022. 11 CUSIP No. 63938C108 (c) The principal business of each of SSFF and Newbury Investors is investing in securities. The principal business of Sherborne Master is serving as the managing member of SSFF and Newbury Investors. The principal business of Sherborne Investors LP is serving as the sole member of Sherborne Master. The principal business of She

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration .

is hereby amended

Item 3 is hereby amended to add the following: On October 31, 2024, Newbury Investors distributed the Shares to a member, SSFF, in connection with an internal restructuring and without the payment of any consideration.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . Items 5(a) – (c) are hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 107,363,480 Shares outstanding as of September 30, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on October 30, 2024. A. SSFF (a) As of the date hereof, SSFF beneficially owned 29,449,997 Shares. Percentage: Approximately 27.4% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 29,449,997 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 29,449,997 (c) Other than as described in Item 3 hereof, SSFF has not entered into any transactions in the Shares in the past 60 days. 12 CUSIP No. 63938C108 B. Newbury Investors (a) As of the date hereof, Newbury Investors beneficially owned 0 Shares. Percentage: Approximately 0% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 0 (c) Other than as described in Item 3 hereof, Newbury Investors has not entered into any transactions in the Shares in the past 60 days. C. Sherborne Master (a) Sherborne Master, as the managing member of SSFF, may be deemed the beneficial owner of the 29,449,997 Shares owned by SSFF. Percentage: Approximately 27.4% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 29,449,997 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 29,449,997 (c) Sherborne Master has not entered into any transactions in the Shares in the past 60 days. D. Sherborne Investors LP (a) Sherborne Investors LP, as the sole member of Sherborne Master, may be deemed the beneficial owner of the 29,449,997 Shares owned by

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .

is hereby amended

Item 6 is hereby amended to add the following: On November 1, 2024 the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits . 99.1 Joint Filing Agreement, dated November 1, 2024. 15 CUSIP No. 63938C108

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 1, 2024 Sherborne Strategic Fund F, LLC By: Sherborne Investors Master GP, LLC, its managing member By: Sherborne Investors LP, its sole member By: Sherborne Investors GP, LLC, its general partner By: /s/ Stephen Welker Name: Stephen Welker Title: Managing Director Newbury Investors LLC By: Sherborne Investors Master GP, LLC, its managing member By: Sherborne Investors LP, its sole member By: Sherborne Investors GP, LLC, its general partner By: /s/ Stephen Welker Name: Stephen Welker Title: Managing Director 16 CUSIP No. 63938C108 Sherborne Investors Master GP, LLC By: Sherborne Investors LP, its sole member By: Sherborne Investors GP, LLC, its general partner By: /s/ Stephen Welker Name: Stephen Welker Title: Managing Director Sherborne Investors LP By: Sherborne Investors GP, LLC, its general partner By: /s/ Stephen Welker Name: Stephen Welker Title: Managing Director Sherborne Investors Management LP By: Sherborne Investors Management GP, LLC, its general partner By: /s/ Stephen Welker Name: Stephen Welker Title: Managing Director Sherborne Investors GP, LLC By: /s/ Stephen Welker Name: Stephen Welker Title: Managing Director Sherborne Investors Management GP, LLC By: /s/ Stephen Welker Name: Stephen Welker Title: Managing Director /s/ Edward Bramson Edward Bramson /s/ Stephen Welker Stephen Welker 17

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