SLM Corp — Director's Dealing 2010

Jun 16, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SLM CORP (SLM)
CIK: 0001032033
Period of Report: 2010-06-14

Reporting Person: HELEEN MARK L (EVP & General Cousel)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-06-14	Stock Option (Right to Buy)	$11.3900	A	207	Acquired	2011-09-25	Common Stock (207.0000)	Direct
2010-06-14	Stock Option (Right to Buy)	$26.6466	D	1500	Disposed	2011-09-25	Common Stock (1500.0000)	Direct
2010-06-14	Stock Option (Right to Buy)	$11.3900	A	1092	Acquired	2013-01-28	Common Stock (1092.0000)	Direct
2010-06-14	Stock Option (Right to Buy)	$11.3900	A	1217	Acquired	2013-01-28	Common Stock (1217.0000)	Direct
2010-06-14	Stock Option (Right to Buy)	$35.2000	D	6000	Disposed	2013-01-28	Common Stock (6000.0000)	Direct
2010-06-14	Stock Option (Right to Buy)	$11.3900	A	1088	Acquired	2014-01-29	Common Stock (1088.0000)	Direct
2010-06-14	Stock Option (Right to Buy)	$11.3900	A	1591	Acquired	2014-01-29	Common Stock (1591.0000)	Direct
2010-06-14	Stock Option (Right to Buy)	$37.8700	D	6500	Disposed	2014-01-29	Common Stock (6500.0000)	Direct
2010-06-14	Stock Option (Right to Buy)	$50.7500	D	6000	Disposed	2015-01-27	Common Stock (6000.0000)	Direct
2010-06-14	Stock Option (Right to Buy)	$11.3900	A	523	Acquired	2015-01-27	Common Stock (523.0000)	Direct
2010-06-14	Stock Option (Right to Buy)	$11.3900	A	1071	Acquired	2015-01-27	Common Stock (1071.0000)	Direct
2010-06-14	Stock Option (Right to Buy)	$51.6000	D	5000	Disposed	2015-07-28	Common Stock (5000.0000)	Direct
2010-06-14	Stock Option (Right to Buy)	$11.3900	A	1458	Acquired	2015-07-28	Common Stock (1458.0000)	Direct
2010-06-14	Stock Option (Right to Buy)	$55.8200	D	6500	Disposed	2016-01-26	Common Stock (6500.0000)	Direct
2010-06-14	Stock Option (Right to Buy)	$11.3900	A	1928	Acquired	2016-01-26	Common Stock (1928.0000)	Direct
2010-06-14	Stock Option (Right to Buy)	$11.3900	A	2618	Acquired	2017-01-25	Common Stock (2618.0000)	Direct
2010-06-14	Stock Option (Right to Buy)	$45.4100	D	6500	Disposed	2017-01-25	Common Stock (6500.0000)	Direct
2010-06-14	Stock Option (Right to Buy)	$21.5000	D	100000	Disposed	2018-01-31	Common Stock (100000.0000)	Direct
2010-06-14	Stock Option (Right to Buy)	$11.3900	A	85099	Acquired	2018-01-31	Common Stock (85099.0000)	Direct

Footnotes

F1: These options vest 6 months from the grant date (December 14, 2010).

F2: On June 14, 2010, the issuer cancelled, pursuant to the issuer's option exchange program, an option granted to Mr. Heleen on September 25, 2001 for 1,500 shares at $26.6466. In exchange, Mr. Heleen received the option reported herein.

F3: On June 14, 2010, the issuer cancelled, pursuant to the issuer's option exchange program, an option granted to Mr. Heleen on January 28, 2003 for 6,000 shares at $35.20. In exchange, Mr. Heleen received the options reported herein.

F4: On June 14, 2010, the issuer cancelled, pursuant to the issuer's option exchange program, an option granted to Mr. Heleen on January 29, 2004 for 6,500 shares at $37.87. In exchange, Mr. Heleen received the options reported herein.

F5: These options become exercisable upon the Company's common stock having a closing price on the New York Stock Exchange of $60.90, for five trading days, they also become exercisable on the eighth anniversary of the grant (January 27, 2013), but no sooner than one year from the grant date.

F6: On June 14, 2010, the issuer cancelled, pursuant to the issuer's option exchange program, an option granted to Mr. Heleen on January 27, 2005 for 6,000 shares at $50.75. In exchange, Mr. Heleen received the options reported herein.

F7: One half of these options vest on the one year anniversary of the grant date (June 14, 2011) and one half of these options vest on the second anniversary of the grant date (June 14, 2012).

F8: These options become exercisable upon the Company's common stock having a closing price on the New York Stock Exchange of $61.92, for five trading days, they also become exercisable on the eighth anniversary of the grant (July 28, 2013), but no sooner than one year from the grant date.

F9: On June 14, 2010, the issuer cancelled, pursuant to the issuer's option exchange program, an option granted to Mr. Heleen on July 28, 2005 for 5,000 shares at $51.60. In exchange, Mr. Heleen received the option reported herein.

F10: These options become exercisable upon the Company's common stock having a closing price on the New York Stock Exchange of $66.98, for five trading days, they also become exercisable on the eighth anniversary of the grant (January 26, 2014), but no sooner than one year from the grant date.

F11: On June 14, 2010, the issuer cancelled, pursuant to the issuer's option exchange program, an option granted to Mr. Heleen on January 26, 2006 for 6,500 shares at $55.82. In exchange, Mr. Heleen received the option reported herein.

F12: On June 14, 2010, the issuer cancelled, pursuant to the issuer's option exchange program, an option granted to Mr. Heleen on January 25, 2007 for 6,500 shares at $45.41. In exchange, Mr. Heleen received the option reported herein.

F13: Fifty percent of these options become exercisable upon the Company's common stock having a closing price on the New York Stock Exchange of $25.80, for five trading days, but no sooner than January 31, 2009; 50 percent of these options become exercisable upon the Company's common stock having a closing price on the New York Stock Exchange of $30.10, for five trading days, but no sooner than January 31, 2010; they also become exercisable on the eight anniversary of the grant (January
31, 2016).

F14: On June 14, 2010, the issuer cancelled, pursuant to the issuer's option exchange program, an option granted to Mr. Heleen on January 31, 2008 for 100,000 shares at $21.50. In exchange, Mr. Heleen received the option reported herein.