SLM Corp — Director's Dealing 2016

Feb 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SLM CORP (SLM)
CIK: 0001032033
Period of Report: 2016-02-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-07	Common Stock	F	2431	$6.14	Disposed	114562.1028	Direct

Footnotes

F1: On February 7, 2013, Mr. Rocha was granted 14,517 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 7, 2014, 2015 and 2016. Mr. Rocha subsequently received an additional 438 RSUs relating to the original RSU grant and vesting on the same schedule. These additional RSUs were attributable to dividends paid by the Company prior to the separation of Navient Corporation ("Navient"). On April 30, 2014, the February 7, 2013 award was adjusted in the spin-off of Navient to reflect 9,678 RSUs outstanding. On February 7, 2016, 4,995 shares vested in connection with these RSUs, of which 2,431 shares were withheld by the Company to satisfy Mr. Rocha's tax withholding obligations.