SLM Corp — Director's Dealing 2012

Jan 9, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SLM CORP (SLM)
CIK: 0001032033
Period of Report: 2012-01-05

Reporting Person: Lutz Laurent Charles (EVP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-05	Common Stock	F	11726	$13.69	Disposed	90401	Direct

Footnotes

F1: As previously reported, on January 5, 2011, Laurent C. Lutz was granted 100,000 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 January 5, 2012, 33,334 shares of such restricted stock vested and 707 additional shares were issued to Mr. Lutz upon the vesting of the related dividend equivalent rights, of which 11,489 shares and 237 shares, respectively, were withheld by the Company (as approved by the Compensation Committee) to satisfy Mr. Lutz's tax withholding obligations.

F2: Includes 1,420 shares of the Company's common stock accrued, but which have not vested, pursuant to dividend equivalent rights as of January 5, 2012.