UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
 
Date of Report (Date of Earliest Event Reported):
 
October 17, 2016

SLM Student Loan Trust 2012-5
________________________________________
(Exact name of issuer as specified in its charter)

Navient Funding, LLC
(Exact name of Depositor as specified in its charter)

Navient Solutions, Inc.
(Exact name of Sponsor as specified in its charter)

 
 
 
Delaware
333-166301-08
333-166301
04-3480392
04-3480392
54-1843973
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation)
File Number)
Identification Number)
  
 
 
 
c/o Deutsche Bank Trust Company Delaware
60 Wall Street, 27th Floor
Mailstop NYC 60 2720
New York, New York
10005
 
 
_________________________________
(Address of principal executive offices) 
 

 
 
 
Issuer’s telephone number, including area code:
 
703-984-5858
Not Applicable
______________________________________________
Former name or former address, if changed since last report
  Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07                  Submission of Matters to a Vote of Security Holders.

The consent of 100% of the holders of each of the Class A-2 Notes, Class A-3 Notes and Class B Notes of the SLM Student Loan Trust 2012-5 (the “2012-5 Trust”) was solicited beginning August 8, 2016, in an effort to extend the Class A-2 Maturity Date to the June 2055 Distribution Date, to extend the Class A-3 Maturity Date to the June 2055 Distribution Date and to extend the Class B Maturity Date to the January 2075 Distribution Date, pursuant to a Supplemental Indenture No. 1 (“Supplemental Indenture 1”) proposed to be entered into among the 2012-5 Trust, Deutsche Bank National Trust Company Americas, not in its individual capacity but solely as Eligible Lender Trustee, and Deutsche Bank National Trust Company, not in its individual capacity but solely as Indenture Trustee.
As of October 6, 2016, consents had been obtained from (and not subsequently revoked by) holders of Class A-2 Notes representing 92.35% of the issued and outstanding Class A-2 Notes, and consents had not yet been received from holders of Class A-2 Notes representing 7.65% of the issued and outstanding Class A-2 Notes (the “Non-Consenting Noteholders”).  As of October 6, 2016, consents had been obtained from (and not subsequently revoked by) holders of Class A-3 Notes representing 100% of the issued and outstanding Class A-3 Notes.  As of October 6, 2016, consents had been obtained from (and not subsequently revoked by) holders of Class B Notes representing 100% of the issued and outstanding Class B Notes.
While consents ceased being actively solicited on October 6, 2016, the final expiration date of the solicitations, the only effect of that date was to make revocable all consents previously obtained.  No revocation of any consent previously obtained has been received.
As of October 17, 2016, it was determined that it was unlikely that any further consents would be obtained from the Non-Consenting Noteholders.  Therefore, it was determined that it was unlikely that the Class A-2, Class A-3 and Class B solicitation would result in Supplemental Indenture 1 being entered into, the Class A-2 Maturity Date being extended to the June 2055 Distribution Date, the Class A-3 Maturity Date being extended to the June 2055 Distribution Date or the Class B Maturity Date being extended to the January 2075 Distribution Date. However, to the extent that in the future consents are received from all Non-Consenting Noteholders, no Class A-2, Class A-3 or Class B consents have been revoked, and the received consents together represent 100% of the then-current holders of each of the Class A-2 Notes, the Class A-3 Notes and the Class B Notes, Supplemental Indenture 1 may still be entered into, the Class A-2 Maturity date may still be extended to the June 2055 Distribution Date, the Class A-3 Maturity date may still be extended to the June 2055 Distribution Date and the Class B Maturity Date may still be extended to the January 2075 Distribution Date.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the issuing entity has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
 
SLM STUDENT LOAN TRUST 2012-5
 
   
 
 
By:  Navient Funding, LLC
 
 
 
 
 
 
 
Dated:  October 18, 2016
 
By:   /s/ C. Scott Booher
 
Name:  C. Scott Booher
 
Title:    Vice President