ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)






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|☑ | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ------------------------------------------------------------------------------------









|☐ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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|                                               |  | 04-3480392                           
|---------------------------------------------- |  | -------------------------------------
|                                               |  | 04-3480392                           
|DELAWARE                                       |  | 54-1843973                           
|(State or other Jurisdiction of Incorporation) |  | (I.R.S. Employer Identification Nos.)






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|Large accelerated filer | ☐ |  | Accelerated filer         | ☐
|----------------------- | - |  | ------------------------- | -
|Non-accelerated filer   | ☑ |  | Smaller reporting company | ☐
|                        |   |  | Emerging growth company   | ☐













































|Item 1. | Business
|------- | --------




|Item 1A. | Risk Factors
|-------- | ------------




|Item 2. | Properties
|------- | ----------




|Item 3. | Legal Proceedings
|------- | -----------------




|Item 1B. | Unresolved Staff Comments
|-------- | -------------------------









|Item 4. | Mine Safety Disclosures.
|------- | ------------------------































































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In January 2017, the Consumer Financial Protection
      Bureau (the “CFPB”)and the Attorneys General for the State of Illinois and the State of Washington initiated civil actions naming Navient and several of its subsidiaries (including Navient Solutions) as defendants
        alleging violations of certain federal and state consumer protection statutes, including the CFPA, the FCRA, the FDCPA and various state consumer protection laws. In October 2017, the Attorney General for the Commonwealth of Pennsylvania initiated
        a civil action against Navient and Navient Solutions, containing similar alleged violations of the CFPA and the Pennsylvania Unfair Trade Practices and Consumer Protection Law. The Attorneys General for the States of California, Mississippi and, in
        October 2020, New Jersey have also initiated actions against Navient and certain subsidiaries alleging violations of various state and federal consumer protection laws based on similar alleged acts or failures to act. We refer to the Washington,
        Illinois, Pennsylvania, California, Mississippi and New Jersey Attorneys General collectively as the “State Attorneys General.” In addition to these matters, a number of lawsuits have been filed by nongovernmental parties or, in the future, may be
        filed by additional governmental or nongovernmental parties seeking damages or other remedies related to similar issues raised by the CFPB and the State Attorneys General. In January 2022, Navient entered
        into a series of Consent Judgment and Orders (the “Agreements”) with 40 state attorneys general to resolve all matters in dispute related to the State Attorneys General cases as well as the related investigations, subpoenas, civil investigative
        demands and inquiries from various other state regulators. These Agreements do not resolve the litigation involving Navient and the CFPB. Navient will cancel loan balances of approximately 66,000 borrowers with qualifying private education loans
        that were originated largely between 2002 and 2010 and later defaulted and charged off.  The loans to be cancelled have aggregate outstanding balances of approximately $1.7 billion. The expense to Navient to cancel these loans is approximately $50
        million which represents the amount of expected future recoveries of these charged-off loans on the balance sheet. In addition, Navient agreed to make a one-time payment of approximately $145 million to the states.






















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|Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|------- | ------------------------------------------------------------------------------------------------------------




|Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operation
|------- | ------------------------------------------------------------------------------------




|Item 7A. | Quantitative and Qualitative Disclosures about Market Risk
|-------- | ----------------------------------------------------------




|Item 8. | Financial Statements and Supplementary Data
|------- | -------------------------------------------




|Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|------- | ------------------------------------------------------------------------------------




|Item 9A. | Controls and Procedures
|-------- | -----------------------




|Item 9B. | Other Information
|-------- | -----------------









Item 9C.
          Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.


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|Item 10. | Directors, Executive Officers, and Corporate Governance
|-------- | -------------------------------------------------------




|Item 11. | Executive Compensation
|-------- | ----------------------




|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|-------- | ----------------------------------------------------------------------------------------------




|Item 13. | Certain Relationships, Related Transactions, and Director Independence
|-------- | ----------------------------------------------------------------------




|Item 14. | Principal Accountant Fees and Services
|-------- | --------------------------------------







































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|Item 15. | Exhibit and Financial Statement Schedules
|-------- | -----------------------------------------




| | (a) | List of Documents Filed as Part of this Annual Report on Form 10-K
| | --- | ------------------------------------------------------------------




| | (1) | Not applicable.
| | --- | ---------------




| | (2) | Not applicable.
| | --- | ---------------




| | (3) | See Item 15 (b) below.
| | --- | ----------------------




| | (b) | Exhibits Required by Item 601 of Regulation S-K
| | --- | -----------------------------------------------




|EXHIBIT | DESCRIPTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.1     | Indenture dated as of May 3, 2012 among SLM Student Loan Trust 2012-3, Deutsche Bank Trust Company Americas (as successor to The Bank of New York Mellon Trust Company, National Association), as eligible lender
            trustee, and Deutsche Bank National Trust Company (as successor to Deutsche Bank Trust Company Americas) , as indenture trustee, which is incorporated by reference from Exhibit 4.7 of the Current Report on Form 8-K of the registrant, as filed
            with the Commission on May 3, 2012, with a file number of 333-166301-07.                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10.1    | Indenture dated as of May 3, 2012 among SLM Student Loan Trust 2012-3, Deutsche Bank Trust Company Americas (as successor to The Bank of New York Mellon Trust Company, National Association), as eligible lender
            trustee, and Deutsche Bank National Trust Company (as successor to Deutsche Bank Trust Company Americas) , as indenture trustee, which is incorporated by reference from Exhibit 4.7 of the Current Report on Form 8-K of the registrant, as filed
            with the Commission on May 3, 2012, with a file number of 333-166301-07.                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10.2    | Servicing Agreement dated as of May 3, 2012 among SLM Student Loan Trust 2012-3, Deutsche Bank National Trust Company (as successor to Deutsche Bank Trust Company Americas), as indenture trustee, Deutsche Bank
            Trust Company Americas (as successor to The Bank of New York Mellon Trust Company, National Association), as eligible lender trustee, and Navient Solutions, LLC (formerly, Navient Solutions, Inc.), as servicer and as administrator, which is
            incorporated by reference from Exhibit 99.8 of the Current Report on Form 8-K of the registrant, as filed with the Commission on May 3, 2012, with a file number of 333-166301-07.                                         
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10.3    | Administration Agreement dated as of May 3, 2012 among SLM Student Loan Trust 2012-3, Deutsche Bank National Trust Company (as successor to Deutsche Bank Trust Company Americas), as indenture trustee, Deutsche
            Bank Trust Company Americas (as successor to The Bank of New York Mellon Trust Company, National Association), as eligible lender trustee, Navient Funding, LLC, as depositor, and Navient Solutions, LLC (formerly, Navient Solutions, Inc.), as
            servicer and as administrator, which is incorporated by reference from Exhibit 99.7 of the Current Report on Form 8-K of the registrant, as filed with the Commission on May 3, 2012, with a file number of 333-166301-07.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|31.1*   | Rule 13a-14(d)/15d-14(d) Certification (Section 302 Certification).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|33.1*   | Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of Navient Solutions, LLC (formerly, Navient Solutions, Inc.), as Servicer and Administrator, as of and for the year
            ended December 31, 2021.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|33.2*   | Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of Deutsche Bank National Trust Company, as Indenture Trustee, as of and for the year ended December 31, 2021.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|34.1*   | Independent Accountants’ Attestation Report concerning servicing activities of Navient Solutions, LLC (formerly, Navient Solutions, Inc.), as Servicer and Administrator, as of and for the year ended December 31,
            2021.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

|34.2* | Independent Accountants’ Attestation Report concerning servicing activities of Deutsche Bank National Trust Company, as Indenture Trustee, as of and for the year ended December 31, 2021.
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                           
|35.1* | Statement of Compliance of Navient Solutions, LLC (formerly, Navient Solutions, Inc.), as Servicer and Administrator for the year ended December 31, 2021.                                
|      |                                                                                                                                                                                           
|      | * Filed herewith.                                                                                                                                                                         




| | (c) | Not Applicable.
| | --- | ---------------




8












|Dated: March 31, 2022 | NAVIENT FUNDING, LLC, the Depositor for itself as Registrant
          and on behalf of SLM Student Loan Trust 2012-3
|--------------------- | ---------------------------------------------------------------------------------------------------------------------
|                      |                                                                                                                      
|                      | By:                                                                                                                  
|                      |                                                                                                                      
|                      |                                                                                                                      














9







|Exhibit
          Number |  | Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.1                      |  | Indenture dated as of May 3, 2012 among SLM Student Loan Trust 2012-3, Deutsche Bank Trust Company Americas (as successor to The Bank of New York Mellon Trust Company, National Association), as eligible lender
            trustee, and Deutsche Bank National Trust Company (as successor to Deutsche Bank Trust Company Americas) , as indenture trustee, which is incorporated by reference from Exhibit 4.7 of the Current Report on Form 8-K of the registrant, as filed
            with the Commission on May 3, 2012, with a file number of 333-166301-07.
          https://www.sec.gov/Archives/edgar/data/949114/000092963812000340/indenture.htm                                                                                                                                                      
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.1                     |  | Indenture dated as of May 3, 2012 among SLM Student Loan Trust 2012-3, Deutsche Bank Trust Company Americas (as successor to The Bank of New York Mellon Trust Company, National Association), as eligible lender
            trustee, and Deutsche Bank National Trust Company (as successor to Deutsche Bank Trust Company Americas) , as indenture trustee, which is incorporated by reference from Exhibit 4.7 of the Current Report on Form 8-K of the registrant, as filed
            with the Commission on May 3, 2012, with a file number of 333-166301-07.
          https://www.sec.gov/Archives/edgar/data/949114/000092963812000340/indenture.htm                                                                                                                                                      
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.2                     |  | Servicing Agreement dated as of May 3, 2012 among SLM Student Loan Trust 2012-3, Deutsche Bank National Trust Company (as successor to Deutsche Bank Trust Company Americas), as indenture trustee, Deutsche Bank
            Trust Company Americas (as successor to The Bank of New York Mellon Trust Company, National Association), as eligible lender trustee, and Navient Solutions, LLC (formerly, Navient Solutions, Inc.), as servicer and as administrator, which is
            incorporated by reference from Exhibit 99.8 of the Current Report on Form 8-K of the registrant, as filed with the Commission on May 3, 2012, with a file number of 333-166301-07.
          https://www.sec.gov/Archives/edgar/data/949114/000092963812000340/servicingagreement.htm                                     
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.3                     |  | Administration Agreement dated as of May 3, 2012 among SLM Student Loan Trust 2012-3, Deutsche Bank National Trust Company (as successor to Deutsche Bank Trust Company Americas), as indenture trustee, Deutsche
            Bank Trust Company Americas (as successor to The Bank of New York Mellon Trust Company, National Association), as eligible lender trustee, Navient Funding, LLC, as depositor, and Navient Solutions, LLC (formerly, Navient Solutions, Inc.), as
            servicer and as administrator, which is incorporated by reference from Exhibit 99.7 of the Current Report on Form 8-K of the registrant, as filed with the Commission on May 3, 2012, with a file number of 333-166301-07.
          https://www.sec.gov/Archives/edgar/data/949114/000092963812000340/adminagreement.htm
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|31.1*                    |  | Rule 13a-14(d)/15d-14(d) Certification (Section 302 Certification).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|33.1*                    |  | Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of Navient Solutions, LLC (formerly, Navient Solutions, Inc.), as Servicer and Administrator, as of and for the year
            ended December 31, 2021.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|33.2*                    |  | Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of Deutsche Bank National Trust Company, as Indenture Trustee, as of and for the year ended December 31, 2021.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|34.1*                    |  | Independent Accountants’ Attestation Report concerning servicing activities of Navient Solutions, LLC (formerly, Navient Solutions, Inc.), as Servicer and Administrator, as of and for the year ended December 31,
            2021.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|34.2*                    |  | Independent Accountants’ Attestation Report concerning servicing activities of Deutsche Bank National Trust Company, as Indenture Trustee, as of and for the year ended December 31, 2021.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|35.1*                    |  | Statement of Compliance of Navient Solutions, LLC (formerly, Navient Solutions, Inc.), as Servicer and Administrator for the year ended December 31, 2021.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                         |  | * Filed herewith.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    







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