SLM Corp — Director's Dealing 2013

Jan 29, 2013

SEC Form 4/A — Form 4/A

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

Reporting Person: REMONDI JOHN F (President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-27	Common Stock	F	14087	$15.13	Disposed	533475	Direct
2012-01-28	Common Stock	F	8251	$15.13	Disposed	525224	Direct

Footnotes

F1: As previously reported, John F. Remondi was granted (i) on January 27, 2011, 80,000 restricted stock units (the "2011 RSUs") and 34,199 bonus RSUs (the "2011 Bonus RSUs") and (ii) on February 3, 2012, 53,158 bonus RSUs (the "2012 Bonus RSU" and together with the 2011 Bonus RSUs, the "Bonus RSUs"), which grants were approved by the Compensation and Personnel Committee (the "Compensation Committee") of the Board of Directors of SLM Corporation (the "Company"). The 2011 RSUs and the Bonus RSUs represent the right to receive shares of the Company's common stock in the future. One-third of the 2011 RSUs vest on first, second and third anniversaries of the grant date. The Bonus RSUs are vested upon grant but transfer restrictions on one-third of these Bonus RSUs lapse on the first, second and third anniversaries of the grant date. On January 27, 2012, 26,667 2011 RSUs vested and transfer restrictions on 11,400 Bonus RSUs lapsed and 809 additional shares were issued to Mr. Remondi upon the vesting of the related dividend equivalent rights. This amendment is being filed to reflect the correct number of shares required to be withheld by the Company (as approved by the Compensation Committee) to satisfy Mr. Remondi's tax withholding obligations. The correct number of shares withheld upon the vesting of the 2011 RSUs (and issuance of dividend equivalent rights) and upon the grant of the Bonus RSUs is 14,087 shares.

F2: Awards granted to Mr. Remondi 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. Remondi's common stock holding balance.

F4: As previously reported, on January 28, 2010, Mr. Remondi was granted 75,000 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, 25,000 shares of such restricted stock vested and 530 additional shares were issued to Mr. Remondi upon the vesting of the related dividend equivalent rights, of which 8,251 shares were withheld by the Company (as approved by the Compensation Committee) to satisfy Mr. Remondi's tax withholding obligations.