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: DEPAULO JOSEPH A (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-27	Common Stock	F	8404	$22.98	Disposed	318484.3983	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1740	Indirect

Footnotes

F1: As previously reported, on January 27, 2011, Joseph A. DePaulo was granted 50,000 restricted stock units (RSUs) and 19,083 bonus RSUs representing rights to receive shares of 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, 16,667 RSUs and 6,226 bonus RSUs vested and 1,860 additional shares were issued to Mr. DePaulo upon the vesting of the related dividend equivalent rights, of which 8,404 shares were withheld by the Company (as approved by the Compensation Committee) to satisfy Mr. DePaulo's tax withholding obligations.

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