SLM Corp — Director's Dealing 2012

Mar 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SLM CORP (SLM)
CIK: 0001032033
Period of Report: 2012-03-27

Reporting Person: DEPAULO JOSEPH A (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-27	Common Stock	F	2297	$16.02	Disposed	226378	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1740	Indirect

Footnotes

F1: As previously reported, on March 27, 2009, Joseph A. DePaulo was granted 20,000 restricted shares of the Company's common stock, which grant was approved by the Compensation and Personnel Committee
(the "Compensation Committee") of the Board of Directors of SLM Corporation (the "Company"). One-third of these restricted shares vest on first, second and third anniversaries of the grant date. On March 27,
2012, 6,667 shares of such restricted stock vested and 192 additional shares were issued to Mr. DePaulo upon the vesting of the related dividend equivalent rights, of which 2,297 shares were withheld by the
Company (as approved by the Compensation Committee) to satisfy Mr. DePaulo's tax withholding obligations.