SLM Corp — Director's Dealing 2014

May 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: DEPAULO JOSEPH A (Director, Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-30	Common Stock	J	124144.3804	—	Acquired	516324.4601	Direct
2014-05-01	Common Stock	A	83813	—	Acquired	600137.4601	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-30	Stock Options (Right to Buy)	$1.6031	J	150000	Acquired	2019-03-27	Common Stock (150000)	Direct
2014-04-30	Stock Options (Right to Buy)	$3.6974	J	100000	Acquired	2020-01-28	Common Stock (100000)	Direct
2014-04-30	Stock Options (Right to Buy)	$5.243	J	100000	Acquired	2021-01-27	Common Stock (100000)	Direct
2014-04-30	Stock Options (Right to Buy)	$5.7343	J	146266	Acquired	2017-02-03	Common Stock (146266)	Direct
2014-04-30	Stock Options (Right to Buy)	$6.4228	J	229531	Acquired	2018-02-07	Common Stock (229531)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1740	Indirect

Footnotes

F1: Reflects adjustments in the number of SLM Corporation (SLM) restricted stock units (RSUs) 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, the value 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 immediately following the Spin-Off.

F2: Grant of RSUs under the SLM Corporation 2012 Omnibus Incentive Plan, which is classified as "Common Stock," as permitted, since the RSUs will be settled solely by delivery of shares of SLM common stock. These RSUs vest in one-third increments on the first, second and third anniversary of the grant date.

F3: Two-thirds of these options are exercisable. One-third of these options will become exercisable on the third anniversary of the grant date (February 3, 2015).

F4: One-third of these options are exercisable. One-third of these options will become exercisable on the second anniversary of the grant date (February 7, 2015). One-third of these options will become exercisable on the third anniversary of the grant date (February 7, 2016).