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: McGarry Steven (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-30	Common Stock	J	24632.1167	—	Acquired	85579.3371	Direct
2014-04-30	Common Stock	J	4.1329	—	Disposed	1637.2857	Indirect
2014-05-01	Common Stock	A	16629	—	Acquired	102208.3371	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-30	Stock Options (Right to Buy)	$5.243	J	30000	Acquired	2021-01-27	Common Stock (30000)	Direct
2014-04-30	Stock Options (Right to Buy)	$5.7343	J	30272	Acquired	2017-02-03	Common Stock (30272)	Direct
2014-04-30	Stock Options (Right to Buy)	$6.4228	J	44755	Acquired	2018-02-07	Common Stock (44755)	Direct
2014-04-30	Phantom Stock Units	$	J	70.789	Acquired		Common Stock (70.789)	Direct

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: Reflects share equivalents of SLM common stock under the SLM 401(k) Plan following Spin-Off.

F3: 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.

F4: 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).

F5: 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).

F6: Phantom stock units accrued under the Director Deferred Compensation Plan are to be settled in the SLM common stock upon the reporting person's separation from service. Conversion or exercise price of derivative security is one to one.

F7: Phantom stock units accrued under the Deferred Compensation Plan for Key Employees are to be settled in the SLM common stock upon the reporting person's separation from service. Conversion or exercise price of derivative
security is one to one.