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: LORD ALBERT L (Director, Vice Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-27	Common Stock	F	25449	$16.90	Disposed	893755.481	Direct
2013-01-28	Common Stock	F	20699	$16.75	Disposed	873056.481	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	28149.4496	Indirect
Common Stock	2100	Indirect
Common Stock	141887.6147	Indirect

Footnotes

F1: As previously reported, on January 27, 2011, Albert L. Lord was granted 150,000 restricted stock units (RSUs) and 51,299 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 50,000 RSUs and 16,738 bonus RSUs vested and 3,582 additional shares were issued to Mr. Lord upon the vesting of the related dividend equivalent rights, of which 25,449 shares were withheld by the Company (as approved by the Compensation Committee) to satisfy Mr. Lord's tax withholding obligations.

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

F3: As previously reported, on January 28, 2010, Mr. Lord was granted 120,000 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 40,000 shares of such restricted stock vested and 2,135 additional shares were issued to Mr. Lord upon the vesting of the related dividend equivalent rights, of which 20,699 shares were withheld by the Company (as approved by the Compensation Committee) to satisfy Mr. Lord's tax withholding obligations.

F4: Between January 27, 2012 and January 25, 2013, Mr. Lord acquired 2,079.636 share equivalents of SLM common stock under the SLM 401(k) Plan. The information in this report is based the individual's actual account balance as of January 25, 2013.

F5: Between January 27, 2012 and January 25, 2013, Mr. Lord acquired 6,956.807 share equivalents of SLM common stock under the SLM Supplemental Thrift & Savings Plan. The information in this report is based the individual's actual account balance as of January 25, 2013.