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SLM Corp Director's Dealing 2014

May 2, 2014

30933_dirs_2014-05-02_e2d65f42-9172-4004-8a2b-edbc04ce8091.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SLM CORP (SLM)
CIK: 0001032033
Period of Report: 2014-04-30

Reporting Person: Pitcher Jed H (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-04-30 Common Stock J 1641.6791 Acquired 6337 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-04-30 Stock Options (Right to Buy) $20.0178 J 2500 Acquired 2016-01-26 Common Stock (2500) Direct
2014-04-30 Stock Options (Right to Buy) $16.2847 J 500 Acquired 2017-01-25 Common Stock (500) Direct
2014-04-30 Stock Options (Right to Buy) $7.7102 J 1000 Acquired 2018-01-31 Common Stock (1000) Direct
2014-04-30 Stock Options (Right to Buy) $2.0549 J 1000 Acquired 2019-04-14 Common Stock (1000) Direct
2014-04-30 Stock Options (Right to Buy) $4.3213 J 1000 Acquired 2020-03-25 Common Stock (1000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 2633 Indirect

Footnotes

F1: Reflects adjustments in the number of shares of SLM Corporation (SLM) restricted stock and other derivative securities held by the reporting person as a result of the spin-off of Navient Corporation (Navient) by SLM (the "Spin-
Off")on April 30, 2014. The share amounts, exercise prices and other material terms (as applicable) of the foregoing SLM derivative securities were generally adjusted, so that taken together with new equity awards issued by Navient,
thevalue of all awards of (a) SLM derivative securities held by the reporting person immediately prior to the Spin-Off is equal to (b) the aggregate value of all SLM and Navient equity awards held by the reporting person
immediatelyfollowing the Spin-Off.

F2: Fifty percent of these options are exercisable; fifty percent of these options are exercisable upon the Corporation's common stock price reaching a closing price equal to or greater than $30.10 per share for five days; they also become exercisable eight years from the original grant date (January 31, 2016).