SLM Corp — Director's Dealing 2013

Jan 29, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: CLARK JONATHAN C (EVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-27	Common Stock	F	7076	$16.90	Disposed	182074	Direct
2013-01-28	Common Stock	F	1352	$16.75	Disposed	180722	Direct

Footnotes

F1: As previously reported, on January 27, 2011, Jonathan C. Clark was granted 45,000 restricted stock units (RSUs) and 15,505 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 15,000 RSUs and 5,076 bonus RSUs vested and 1,076 additional shares were issued to Mr. Clark upon the vesting of the related dividend equivalent rights, of which 7,076 shares were withheld by the Company (as approved by the Compensation Committee) to satisfy Mr. Clark's tax withholding obligations.

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

F3: As previously reported, on January 28, 2010, Mr. Clark was granted 10,000 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 3,333 shares of such restricted stock vested and 176 additional shares were issued to Mr. Clark upon the vesting of the related dividend equivalent rights, of which 1,352 shares were withheld by the Company (as approved by the Compensation Committee) to satisfy Mr. Clark's tax withholding obligations.