SLM Corp — Director's Dealing 2011

Jan 31, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SLM CORP (SLM)
CIK: 0001032033
Period of Report: 2011-01-27

Reporting Person: DEPAULO JOSEPH A (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-27	Restricted Stock Units	A	50000	—	Acquired	50000	Direct
2011-01-27	Restricted Stock Units	A	19083	—	Acquired	69083	Direct
2011-01-28	Common Stock	F	2231	$14.40	Disposed	52441	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-27	Stock Options (Right to Buy)	$14.62	A	100000	Acquired	2021-01-27	Common Stock (100000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1740	Indirect

Footnotes

F1: One-third of these restricted stock units vest and are converted into common stock on the first, second and third anniversay of the grant date.

F2: These restricted stock units represent a portion of the bonus amount for 2010. The units are restricted until conversion and are converted into common stock in one-third increments on the first, second and third anniversary of the grant date.

F3: One-third of these options vest on the first, second and third anniversay of the grant date.