SLM Corp — Director's Dealing 2013

Jan 8, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SLM CORP (SLM)
CIK: 0001032033
Period of Report: 2013-01-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-05	Common Stock	F	12365	$17.50	Disposed	167175	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, 2013, an additional 33,333 shares of such restricted stock vested and 1,780 additional shares were issued to Mr. Lutz upon the vesting of the related dividend equivalent rights, of which 12,365 shares were withheld by the Company (as approved by the Compensation Committee) to satisfy Mr. Lutz's tax withholding obligations.

F2: Dividend equivalent rights issued on unvested restricted stock and RSUs are included in Mr. Lutz's common stock holding balance.