SLM Corp — Director's Dealing 2014

Jan 29, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SLM CORP (SLM)
CIK: 0001032033
Period of Report: 2014-01-27

Reporting Person: REMONDI JOHN F (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-27	Common Stock	F	13123	$22.98	Disposed	750451.7247	Direct

Footnotes

F1: As previously reported, on January 27, 2011, John F. Remondi was granted 80,000 restricted stock units (RSUs) and 34,199 bonus RSUs representing rights to receive shares of the SLM Corporation's (the "Company's") common stock in the future, which grant was approved by the Compensation and Personnel Committee (the "Compensation Committee") of the Board of Directors of the Company. One-third of these RSUs and bonus RSUs vest on first, second and third anniversaries of the grant date. On January 27, 2014, 26,667 RSUs and 11,159 bonus RSUs vested and 3,075 additional shares were issued to Mr. Remondi upon the vesting of the related dividend equivalent rights, of which 13,123 shares were withheld by the Company (as approved by the Compensation Committee) to satisfy Mr. Remondi's tax withholding obligations.

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