SLM Corp — Director's Dealing 2012

Jan 31, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SLM CORP (SLM)
CIK: 0001032033
Period of Report: 2012-01-27

Reporting Person: DEPAULO JOSEPH A (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-27	Common Stock	F	8072	$15.13	Disposed	113839	Direct
2012-01-28	Common Stock	F	2480	$15.13	Disposed	111359	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1740	Indirect

Footnotes

F1: As previously reported, on January 27, 2011, Joseph A. DePaulo was granted 50,000 restricted stock units (RSUs) and 19,083 bonus RSUs representing rights to receive shares of the Company's common stock in the future, 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 RSUs and bonus RSUs vest on first, second and third anniversaries of the grant date. On January 27, 2012, 16,667 RSUs and 6,361 bonus RSUs vested and 487 additional shares were issued to Mr. DePaulo upon the vesting of the related dividend equivalent rights, of which 8,072 shares were withheld by the Company (as approved by the Compensation Committee) to satisfy Mr. DePaulo's tax withholding obligations.

F2: Awards granted to Mr. DePaulo on January 27, 2011, were originally reported as Restricted Stock Units. As permitted, we have reclassified them as "Common Stock" because these RSU awards will be settled solely by delivery of shares in the Company's common stock.

F3: Dividend equivalent rights issued on unvested restricted stock and RSUs are included in Mr. DePaulo's common stock holding balance.

F4: As previously reported, on January 28, 2010, Mr. DePaulo was granted 20,000 restricted shares of the Company's common stock, which grant was approved by the Compensation Committee. One-third of these restricted shares vest on first, second and third anniversaries of the grant date. On January 28, 2012, 6,666 shares of such restricted stock vested and 140 additional shares were issued to Mr. DePaulo upon the vesting of the related dividend equivalent rights, of which 2,480 shares were withheld by the Company (as approved by the Compensation Committee) to satisfy Mr. DePaulo's tax withholding obligations.