SLM Corp — Director's Dealing 2016

Mar 1, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SLM CORP (SLM)
CIK: 0001032033
Period of Report: 2016-02-26

Reporting Person: Dale Jeffrey (SVP & Chief Risk Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-26	Common Stock	A	50420	—	Acquired	121308	Direct
2016-02-26	Common Stock	A	29915	—	Acquired	151223	Direct
2016-02-26	Common Stock	F	703	$5.95	Disposed	150520	Direct

Footnotes

F1: A long-term incentive award of restricted stock units ("RSUs") under the SLM Corporation 2012 Omnibus Incentive Plan, which is reported as "Common Stock," as permitted, since the RSUs will be settled solely by delivery of shares of SLM Corporation (the "Company") common stock. Subject to continuing employment, these RSUs vest in one-third increments on the first, second and third anniversary of the grant date.

F2: A portion of Mr. Dale's 2015 Management Incentive Plan Award was deferred in the form of vested RSUs, which are reported 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 carry transfer restrictions that lapse in one-third increments on the first, second and third anniversary of the grant date regardless of continued employment.

F3: Represents shares required to be withheld by the Company to satisfy Mr. Dale's tax withholding obligations upon the grant of RSUs.