SLM Corp — Director's Dealing 2016

Feb 13, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SLM CORP (SLM)
CIK: 0001032033
Period of Report: 2016-02-10

Reporting Person: Rocha Charles P (EVP & Chief Marketing Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-10	Common Stock	F	6419	$5.70	Disposed	108143.1028	Direct
2016-02-10	Common Stock	F	3132	$5.70	Disposed	105011.1028	Direct

Footnotes

F1: As previously reported, on February 10, 2015, Mr. Rocha was granted 39,682 restricted stock units ("RSUs") representing rights to receive shares of common stock of SLM Corporation (the "Company") to vest in one-third increments on February 10, 2016, 2017 and 2018. On February 10, 2016, 13,227 shares vested in connection with these RSUs, of which 6,419 shares were withheld by the Company to satisfy Mr. Rocha's tax withholding obligations.

F2: On February 10, 2015, a portion of Mr. Rocha's 2014 Management Incentive Plan Award was deferred in the form of vested RSUs that carry transfer restrictions that lapse in one-third increments on February 10, 2016, 2017 and 2018. On February 10, 2016, the restrictions lapsed on 6,778 RSUs, and 3,132 shares of the Company common stock were withheld to satisfy Mr. Rocha's tax obligations in connection with the lapsing of such restrictions.