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: Quinlan Raymond J. (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-30	Common Stock	J	220733.6412	—	Acquired	344149.5105	Direct
2014-05-01	Common Stock	A	83887	—	Acquired	428036.5105	Direct

Footnotes

F1: Reflects adjustments in the number of SLM Corporation (SLM) restricted stock units (RSUs) 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 and other material terms (as applicable) of the foregoing SLM securities were generally adjusted, so that taken together with new equity awards issued by Navient, the value of all awards of (a) SLM 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: Grant of Restricted Stock Units ("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
Corporation (the "Company") common stock. These RSUs vest in one-third increments on the first, second and third anniversary of the grant date.