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: DEPAULO JOSEPH A (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-21	Common Stock	D	171487.1726	—	Disposed	227345.0797	Direct
2014-04-21	Common Stock	A	84128	—	Acquired	311473.0797	Direct
2014-04-21	Common Stock	A	80707	—	Acquired	392180.0797	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1740	Indirect

Footnotes

F1: Reflects the disposition of SLM Corporation ("SLM") performance share units ("PSUs") granted in 2012 (79,216) and 2013 (84,426) and related dividend equivalent rights (7,845.1726) 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 SLM restricted stock units ("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 (84,128 RSUs for 2012 PSU performance and 80,707 for 2013 PSU performance). All RSUs will vest at the end of the original performance period for the PSUs they replace, subject to continued employment by the reporting person as required under the original PSUs.

F2: Dividend equivalent rights issued on RSUs and PSUs are included in Mr. DePaulo's common stock holding balance.