SLM Corp — Director's Dealing 2015

Feb 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SLM CORP (SLM)
CIK: 0001032033
Period of Report: 2015-02-04

Reporting Person: McGarry Steven (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-04	Common Stock	F	4347	$9.56	Disposed	107382.3371	Direct
2015-02-04	Common Stock	F	661	$9.56	Disposed	106721.3371	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2140.446	Indirect

Footnotes

F1: On February 4, 2014, Mr. McGarry was granted 13,692 restricted stock units ("RSUs") representing rights to receive shares of SLM Corporation (the "Company") common stock in the future. Pursuant to the terms of the grant, shares will vest, and will be converted into shares of common stock, in one-third increments on February 4, 2015, 2016 and 2017. As previously reported, on April 30, 2014, the award was adjusted as a result of the spin-off of Navient Corporation by the Company to reflect 38,181 RSUs outstanding. On February 4, 2015, 12,727 shares of such RSUs vested and 74 additional shares were issued to Mr. McGarry pursuant to the related dividend equivalent rights, of which 4,347 shares were withheld by the Company to satisfy Mr. McGarry's tax withholding obligations.

F2: On February 04, 2014, a portion of Mr. McGarry's 2013 Management Incentive Plan Award was deferred in the form of vested RSUs that carry transfer restrictions that lapse in one-half increments on February 04, 2015 and February 04, 2016. On February 4, 2015, the restrictions lapsed on 2,079 RSUs, and 12 additional shares issued to Mr. McGarry pursuant to the related divided equivalent rights, and 661 shares of the Company common stock were withheld to satisfy Mr. McGarry's tax obligations in connection with the lapsing of such restrictions.

F3: The information in this report is based on a plan statement dated as of January 30, 2015.