SLM Corp — Director's Dealing 2013

Feb 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SLM CORP (SLM)
CIK: 0001032033
Period of Report: 2013-02-03

Reporting Person: DEPAULO JOSEPH A (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-03	Common Stock	F	4036	$17.07	Disposed	219983	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1740	Indirect

Footnotes

F1: As previously reported, on February 3, 2012, Mr. DePaulo was granted 37,523 bonus restricted stock units (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 are settled on the first, second and third anniversaries of the grant date by delivery of the Company's common stock. On February 3, 2013, 12,210 shares of such RSUs were settled and 392 additional shares were issued to Mr. DePaulo upon the vesting of the related dividend equivalent rights, of which 4,036 shares were withheld by the Company (as approved by the Compensation Committee) to satisfy Mr. DePaulo's tax withholding obligations.

F2: Includes shares acquired under the Company's Employee Stock Purchase Plan.