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: Rocha Charles P (SVP & Chief Marketing Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-04	Common Stock	F	3864	$9.56	Disposed	68145.5415	Direct
2015-02-04	Common Stock	F	951	$9.56	Disposed	67194.1028	Direct

Footnotes

F1: On February 4, 2014, Mr. Rocha was granted 12,171 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 33,940 RSUs outstanding. On February 4, 2015, 11,313 shares of such RSUs vested and 66 additional shares were issued to Mr. Rocha pursuant to the related dividend equivalent rights, of which 3,864 shares were withheld by the Company to satisfy Mr. Rocha's tax withholding obligations.

F2: On February 04, 2014, a portion of Mr. Rocha's 2013 Management Incentive Plan Award was deferred in the form of vested RSUs that carry transfer restrictions that lapsed fully after one year on February 04, 2015. On February 4, 2015, the restrictions lapsed on 2,989 RSUs, and 17.4387 additional shares issued to Mr. Rocha pursuant to the related divided equivalent rights, and 951 shares of the Company common stock were withheld to satisfy Mr. Rocha's tax obligations in connection with the lapsing of such restrictions.