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: CLARK JONATHAN C (EVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-27	Restricted Stock Units	A	45000	—	Acquired	45000	Direct
2011-01-27	Restricted Stock Units	A	15505	—	Acquired	60505	Direct
2011-01-28	Common Stock	F	1074	$14.40	Disposed	27248	Direct
2011-01-29	Common Stock	F	537	$14.40	Disposed	26711	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	75000	Acquired	2021-01-27	Common Stock (75000)	Direct

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.