---











|☑ | 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
|- | ----------------------------------------------------------------------------------------
























































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






th





















































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














☐
 
 ☐

































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




|Item1A. | Risk Factors
|------- | ------------




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




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




|Item1B. | Unresolved Staff Comments
|------- | -------------------------









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
































































2




















3






On December 30, 2015, IKB International, S.A. in Liquidation and IKB Deutsche Industriebank A.G. (collectively, “IKB”), as an investor in 37 RMBS trusts, filed a summons with notice in
      the Supreme Court of the State of New York, New York County, against DBNTC and DBTCA as trustees of the trusts. On May 27, 2016, IKB served its complaint asserting claims for breach of contract, breach of fiduciary duty, breach of duty to avoid
      conflicts of interest, violation of the Streit Act, violation of the TIA, violation of Regulation AB, and violation of Section 9 of the Uniform Commercial Code. IKB alleges that DBNTC and DBTCA are liable for over U.S. $268 million in damages. On
      October 5, 2016, DBNTC and DBTCA, together with several other trustees defending lawsuits by IKB, filed a joint motion to dismiss. On January 6, 2017, IKB filed a notice of discontinuance, voluntarily dismissing with prejudice all claims as to three
      trusts. On June 20, 2017, the parties filed a stipulation, voluntarily dismissing with prejudice all claims as to four additional trusts. On January 27, 2021, the court granted in part and denied in part DBNTC and DBTCA’s motion to dismiss. The court
      granted the motion to dismiss with respect to IKB’s claims for violations of the Streit Act, Regulation AB, and Section 9 of the Uniform Commercial Code, as well as certain aspects of IKB’s claims for breach of contract, breach of fiduciary duty, and
      violation of the TIA. The court denied the remainder of the motion to dismiss. IKB’s remaining claims for breach of contract, breach of fiduciary duty, breach of duty to avoid conflicts of interest, and violation of the TIA will proceed. On May 10,
      2021, DBNTC and DBTCA filed a notice of appeal with the New York Supreme Court Appellate Division, First Department, regarding certain aspects of the court’s order on the motion to dismiss. On May 20, 2021, IKB filed a notice of cross appeal with
      respect to other aspects of that order. On August 30, 2022, the New York Supreme Court, Appellate Division, First Department affirmed in part and reversed in part the court’s order on the motion to dismiss. On September 30, 2022, IKB filed a motion
      for reargument or for leave to appeal to the Court of Appeals as to certain aspects of the First Department’s decision. On September 30, 2022, DBNTC and DBTCA filed a motion for leave to appeal to the Court of Appeals as to other aspects of that
      decision. On November 10, 2022, the First Department granted DBNTC and DBTCA’s motion for leave to appeal to the Court of Appeals, denied IKB’s motion for reargument, and denied as moot IKB’s motion for leave to appeal to the Court of Appeals. On
      June 2, 2021, IKB filed a motion for re-argument regarding certain aspects of the court’s order on the motion to dismiss, which the court denied on August 3, 2021. On May 13, 2021, DBNTC and DBTCA filed an answer to the complaint. On October 28,
      2021, the parties filed a stipulation, voluntarily dismissing with prejudice all claims as to seven additional trusts. On December 29, 2021, the parties filed a stipulation, voluntarily dismissing with prejudice all claims as to one additional trust.
      On April 22, 2022, the parties filed a stipulation, voluntarily dismissing with prejudice all claims as to 17 certificates at issue (including all claims as to 5 trusts), leaving 17 trusts at issue. Discovery is ongoing.









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




|Item9A | 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 July 19, 2012 among SLM Student Loan Trust 2012-5, Deutsche Bank National Trust Company, as indenture trustee, and Deutsche Bank Trust Company Americas, as eligible lender 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 July 19, 2012, with a file number of 333-166301-08.                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.1    | Indenture dated as of July 19, 2012 among SLM Student Loan Trust 2012-5, Deutsche Bank National Trust Company, as indenture trustee, and Deutsche Bank Trust Company Americas, as eligible lender 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 July 19, 2012, with a file number of 333-166301-08.                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.2    | Servicing Agreement dated as of July 19, 2012 among SLM Student Loan Trust 2012-5, Deutsche Bank National Trust Company, as indenture trustee, Deutsche Bank Trust Company Americas, 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 July 19,
            2012, with a file number of 333-166301-08.                                         
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.3    | Administration Agreement dated as of July 19, 2012 among SLM Student Loan Trust 2012-5, Deutsche Bank National Trust Company, as indenture trustee, Deutsche Bank Trust Company Americas, 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 July 19, 2012, with a file number of 333-166301-08.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|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, 2022.                                                                                                                                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|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, 2022.                                                                                                                                                                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|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,
            2022.                                                                                                                                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|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, 2022.                                                                                                                                                                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|35.1*   | Statement of Compliance of Navient Solutions, LLC (formerly, Navient Solutions, Inc.), as Servicer and Administrator for the year ended December 31, 2022.                                                                                                                                                                                                                                                                                                                                                                                                                       









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




7












|Dated: March 31, 2023 | NAVIENT FUNDING, LLC, the Depositor for itself as Registrant
          and on behalf of SLM Student Loan Trust 2012-5
|--------------------- | ---------------------------------------------------------------------------------------------------------------------
|                      |                                                                                                                      
|                      | By:                                                                                                                  
|                      |                                                                                                                      
|                      |                                                                                                                      
|                      |                                                                                                                      














8







|Exhibit
          Number |  | Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.1                      |  | Indenture dated as of July 19, 2012 among SLM Student Loan Trust 2012-5, Deutsche Bank National Trust Company, as indenture trustee, and Deutsche Bank Trust Company Americas, as eligible lender 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 July 19, 2012, with a file number of 333-166301-08.
          https://www.sec.gov/Archives/edgar/data/949114/000092963812000625/slm20125_39944-indenture.htm                                                                                                                                                              
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.1                     |  | Indenture dated as of July 19, 2012 among SLM Student Loan Trust 2012-5, Deutsche Bank National Trust Company, as indenture trustee, and Deutsche Bank Trust Company Americas, as eligible lender 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 July 19, 2012, with a file number of 333-166301-08.
          https://www.sec.gov/Archives/edgar/data/949114/000092963812000625/slm20125_39944-indenture.htm                                                                                                                                                              
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.2                     |  | Servicing Agreement dated as of July 19, 2012 among SLM Student Loan Trust 2012-5, Deutsche Bank National Trust Company, as indenture trustee, Deutsche Bank Trust Company Americas, 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 July 19,
            2012, with a file number of 333-166301-08.
          https://www.sec.gov/Archives/edgar/data/949114/000092963812000625/slm2125_39944-servagmt.htm                                           
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.3                     |  | Administration Agreement dated as of July 19, 2012 among SLM Student Loan Trust 2012-5, Deutsche Bank National Trust Company, as indenture trustee, Deutsche Bank Trust Company Americas, 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 July 19, 2012, with a file number of 333-166301-08.
          https://www.sec.gov/Archives/edgar/data/949114/000092963812000625/slm20125_39944-adminagmt.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, 2022.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|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, 2022.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|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,
            2022.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|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, 2022.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|35.1*                    |  | Statement of Compliance of Navient Solutions, LLC (formerly, Navient Solutions, Inc.), as Servicer and Administrator for the year ended December 31, 2022.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                












9