SLM Corp — Director's Dealing 2015

Feb 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SLM CORP (SLM)
CIK: 0001032033
Period of Report: 2015-02-03

Reporting Person: McGarry Steven (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-03	Common Stock	F	2164	$9.33	Disposed	111729.3371	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2140.446	Indirect

Footnotes

F1: On February 13, 2012, Mr. McGarry was granted a long-term incentive award of 15,503 restricted stock units ("RSUs") representing rights to receive shares of SLM Corporation (the "Company") common stock in the future, which grant was approved by the Compensation and Personnel Committee (the "Compensation Committee") of the Board of Directors. One third of these RSUs vest and are settled on each of February 3, 2013, February 3, 2014 and February 3, 2015 by delivery of the Company's common stock. On February 3, 2015, 5,168 shares of such RSUs were settled and 332 additional shares were issued to Mr. McGarry pursuant to the related dividend equivalent rights, of which 2,164 shares were withheld by the Company to satisfy Mr. McGarry's tax withholding obligations.

F2: Between May 30, 2014 and January 30, 2015, Mr. McGarry acquired 447.3969 shares of company common stock under the Company's 401(k) plan. The information in this report is based on a plan sponsor statement dated as of January 30, 2015.