SLM Corp — Director's Dealing 2014

Feb 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SLM CORP (SLM)
CIK: 0001032033
Period of Report: 2014-02-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-04	Common Stock	A	106496	—	Acquired	848872.7247	Direct
2014-02-04	Common Stock	A	29527	—	Acquired	878399.7247	Direct
2014-02-04	Common Stock	F	1015	$21.91	Disposed	877384.7247	Direct

Footnotes

F1: 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.

F2: Grant of 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 the Company's common stock. These RSUs represent a portion of the award for 2013 and are vested at grant but subject to transfer restrictions until settlement by delivery of common stock in one-third increments on the first, second and third anniversary of the grant date.

F3: Represents shares required to be withheld by the Company (as approved by the Compensation Committee) to satisfy Mr. Remondi's tax withholding obligations upon the grant of the RSUs.