SLM Corp — Director's Dealing 2014

Apr 23, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SLM CORP (SLM)
CIK: 0001032033
Period of Report: 2014-04-21

Reporting Person: Lutz Laurent Charles (EVP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-28	Common Stock	G	6000	—	Disposed	278576.8032	Direct
2014-04-21	Common Stock	D	131040.0467	—	Disposed	147536.7565	Direct
2014-04-21	Common Stock	A	61988	—	Acquired	209524.7565	Direct
2014-04-21	Common Stock	A	63804	—	Acquired	273328.7565	Direct
2014-04-21	Common Stock	A	222179	—	Acquired	495507.7565	Direct

Footnotes

F1: Represents a gift for the creation of an endowed public interest law fellowship.

F2: Dividend equivalent rights issued on restricted stock units ("RSUs") and performance share units ("PSUs") are included in Mr. Lutz's common stock holding balance.

F3: Reflects the disposition of SLM Corporation ("SLM") PSUs granted in 2012 (58,369) and 2013 (66,744) and related dividend equivalent rights (5,927.0467) in connection with the pending spin-off of Navient Corporation by SLM (the "Spin-Off"). As previously reported, on February 2, 2012 and February 7, 2013, the reporting person received grants of PSUs, which were classified as "common stock," as permitted, the vesting of which was set to occur after a three-year performance period, with potential payout ranging from 0% to 130% of the target award based on SLM's cumulative "core net income" for the applicable performance period. However, as a result of the pending Spin-Off, on April 21, 2014, such outstanding PSU awards and related dividend equivalent rights were terminated and replaced with a grant of RSUs, the number of which was determined based upon an evaluation by the Compensation Committee of the Board of Directors of SLM's actual and projected performance (determined as if the Spin-Off did not occur) compared to the performance goals previously established (61,988 RSUs for 2012 PSU performance and 63,804 RSUs for 2013 PSU performance). All RSUs will vest at the end of the original performance period for the PSUs they replace, subject to the terms and conditions of the reporting person's employment agreement.

F4: 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 on November 30, 2017, subject to the terms and conditions of the reporting person's employment agreement.