SLM Corp — Director's Dealing 2014

Feb 5, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SLM CORP (SLM)
CIK: 0001032033
Period of Report: 2014-02-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-03	Common Stock	F	3884	$22.21	Disposed	215775.1432	Direct

Footnotes

F1: As previously reported, on February 3, 2012, Mr. Lutz was granted 26,579 bonus restricted stock units ("RSUs") representing rights to receive shares of SLM Corporation (the "Company") common stock in the future, which grant was
approved by the Compensation and Personnel Committee (the "Compensation Committee") of the Board of Directors. One-third of these RSUs are settled on the first, second and third anniversaries of the grant date by delivery of the
Company's common stock. On February 3, 2014, 8,649 shares of such RSUs were settled and 513 additional shares were issued to Mr. Lutz upon the vesting of the related dividend equivalent rights, of which 3,884 shares were withheld by the Company (as approved by the Compensation Committee) to satisfy Mr. Lutz's tax withholding obligations.

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