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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
|- | ----------------------------------------------------------------------------------------
























































|                                               |  | 04-3480392                           
|---------------------------------------------- |  | -------------------------------------
|                                               |  | 04-3480392                           
|DELAWARE                                       |  | 54-1843973                           
|(State or other Jurisdiction of Incorporation) |  | (I.R.S. Employer Identification Nos.)




c/o Computershare Trust Company, N.A., as agent for























































|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.
|------- | ------------------------































































2






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.




























3







4












|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.





5












|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
|-------- | --------------------------------------







































6







|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 June 18, 2015 among Navient Student Loan Trust 2015-3, Wells Fargo Bank, N.A., as indenture trustee, and Wells Fargo Bank, N.A., as eligible lender trustee, which is incorporated by
            reference from Exhibit 4.6 of the Current Report on Form 8-K of the registrant, as filed with the Commission on June 18, 2015, with a file number of 333-190926-13.                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.1    | Indenture dated as of June 18, 2015 among Navient Student Loan Trust 2015-3, Wells Fargo Bank, N.A., as indenture trustee, and Wells Fargo Bank, N.A., as eligible lender trustee, which is incorporated by
            reference from Exhibit 4.6 of the Current Report on Form 8-K of the registrant, as filed with the Commission on June 18, 2015, with a file number of 333-190926-13.                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.2    | Servicing Agreement dated as of June 18, 2015 among Navient Student Loan Trust 2015-3, Wells Fargo Bank, N.A., as indenture trustee, Wells Fargo Bank, N.A., as eligible lender trustee, and Navient Solutions, LLC
            (formerly, Navient Solutions, Inc.), as servicer and as administrator, which is incorporated by reference from Exhibit 99.7 of the Current Report on Form 8-K of the registrant, as filed with the Commission on June 18, 2015, with a file number
            of 333-190926-13.                                         
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.3    | Administration Agreement dated as of June 18, 2015 among Navient Student Loan Trust 2015-3, Wells Fargo Bank, N.A., as indenture trustee, Wells Fargo Bank, N.A., 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 99.6 of the Current Report on Form 8-K of the registrant, as filed with the
            Commission on June 18, 2015, with a file number of 333-190926-13.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|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 Wells Fargo Bank, N.A., as Indenture Trustee, as of and for the year ended December 31, 2021.                                                                                                                                                                                                                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|33.3*   | Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of Computershare Trust Company, N.A., as agent for Wells Fargo Bank, N.A., as of and for the period from November 1, 2021
            to 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 Wells Fargo Bank, N.A., as Indenture Trustee, as of and for the year ended December 31, 2021.                                                                                                                                                                                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|34.3*   | Independent Accountants’ Attestation Report concerning servicing activities of Computershare Trust Company, N.A., as agent for Wells Fargo Bank, N.A., as of and for the period from November 1, 2021 to 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.
| | --- | ---------------



7












|Dated: March 31, 2022 | NAVIENT FUNDING, LLC, the Depositor for itself as Registrant
          and on behalf of Navient Student Loan Trust 2015-3
|--------------------- | -------------------------------------------------------------------------------------------------------------------------
|                      |                                                                                                                          
|                      | By:                                                                                                                      
|                      |                                                                                                                          
|                      |                                                                                                                          
|                      |                                                                                                                          














8







|Exhibit
          Number |  | Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.1                      |  | Indenture dated as of June 18, 2015 among Navient Student Loan Trust 2015-3, Wells Fargo Bank, N.A., as indenture trustee, and Wells Fargo Bank, N.A., as eligible lender trustee, which is incorporated by
            reference from Exhibit 4.6 of the Current Report on Form 8-K of the registrant, as filed with the Commission on June 18, 2015, with a file number of 333-190926-13.
          https://www.sec.gov/Archives/edgar/data/949114/000092963815000602/a69323_exhibit4-6.htm                                                                                                                                                                
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.1                     |  | Indenture dated as of June 18, 2015 among Navient Student Loan Trust 2015-3, Wells Fargo Bank, N.A., as indenture trustee, and Wells Fargo Bank, N.A., as eligible lender trustee, which is incorporated by
            reference from Exhibit 4.6 of the Current Report on Form 8-K of the registrant, as filed with the Commission on June 18, 2015, with a file number of 333-190926-13.
          https://www.sec.gov/Archives/edgar/data/949114/000092963815000602/a69323_exhibit4-6.htm                                                                                                                                                                
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.2                     |  | Servicing Agreement dated as of June 18, 2015 among Navient Student Loan Trust 2015-3, Wells Fargo Bank, N.A., as indenture trustee, Wells Fargo Bank, N.A., as eligible lender trustee, and Navient Solutions, LLC
            (formerly, Navient Solutions, Inc.), as servicer and as administrator, which is incorporated by reference from Exhibit 99.7 of the Current Report on Form 8-K of the registrant, as filed with the Commission on June 18, 2015, with a file number
            of 333-190926-13.
          https://www.sec.gov/Archives/edgar/data/949114/000092963815000602/a69323_exhibit99-7.htm                                          
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.3                     |  | Administration Agreement dated as of June 18, 2015 among Navient Student Loan Trust 2015-3, Wells Fargo Bank, N.A., as indenture trustee, Wells Fargo Bank, N.A., 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 99.6 of the Current Report on Form 8-K of the registrant, as filed with the
            Commission on June 18, 2015, with a file number of 333-190926-13.
          https://www.sec.gov/Archives/edgar/data/949114/000092963815000602/a69323_exhibit99-6.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 Wells Fargo Bank, N.A., as Indenture Trustee, as of and for the year ended December 31, 2021.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|33.3*                    |  | Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of Computershare Trust Company, N.A., as agent for Wells Fargo Bank, N.A., as of and for the period from November 1, 2021
            to 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 Wells Fargo Bank, N.A., as Indenture Trustee, as of and for the year ended December 31, 2021.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|34.3*                    |  | Independent Accountants’ Attestation Report concerning servicing activities of Computershare Trust Company, N.A., as agent for Wells Fargo Bank, N.A., as of and for the period from November 1, 2021 to 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            







9


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