SLM Corp — Director's Dealing 2013

Feb 5, 2013

SEC Form 4/A — Form 4/A

Issuer: SLM CORP (SLM)
CIK: 0001032033
Period of Report: 2013-01-27

Reporting Person: REMONDI JOHN F (President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-27	Common Stock	F	12869	$16.90	Disposed	667191	Direct
2013-01-28	Common Stock	F	9605	$16.75	Disposed	657586	Direct

Footnotes

F1: As previously reported, on January 27, 2011, John F. Remondi was granted 80,000 restricted stock units (RSUs) and 34,199 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, 2013, an additional 26,666 RSUs and 11,160 bonus RSUs vested and 2,031 additional shares were issued to Mr. Remondi upon the vesting of the related dividend equivalent rights, of which 12,869 shares were withheld by the Company (as approved by the Compensation Committee) to satisfy Mr. Remondi's tax withholding obligations.

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

F3: The sole purpose of this amendment is to correct the number of shares withheld for taxes due to an administrative error.

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, 2013, the remaining 25,000 shares of such restricted stock vested and 1,336 additional shares were issued to Mr. Remondi upon the vesting of the related dividend equivalent rights, of which 9,605 shares were withheld by the Company (as approved by the Compensation Committee) to satisfy Mr. Remondi's tax withholding obligations.