SLM Corp — Director's Dealing 2015

Jan 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SLM CORP (SLM)
CIK: 0001032033
Period of Report: 2014-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-31	Common Stock	F	17023	$10.19	Disposed	411014	Direct

Footnotes

F1: As previously reported, on January 21, 2014, Mr. Quinlan was granted 53,630 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 December 31, 2014, 2015 and 2016. As previously reported, on April 30, 2014, the award was adjusted as a result of the spin-off of Navient Corporation by the Company. The award was adjusted to reflect 149,549 RSUs outstanding. On December 31, 2014, 49,849 shares of such RSUs vested and 291 additional shares were issued to Mr. Quinlan upon the vesting of the related dividend equivalent rights, of which 17,023 shares were withheld by the Company to satisfy Mr. Quinlan's tax withholding obligations.

F2: Fractional amounts have been rounded to the next whole number pursuant to the terms of the adjustment resulting from the spin-off of Navient Corporation from the Company.