SLM Corp — Director's Dealing 2016

Feb 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SLM CORP (SLM)
CIK: 0001032033
Period of Report: 2016-02-04

Reporting Person: McGarry Steven (EVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-04	Common Stock	F	5081	$6.06	Disposed	185135.3371	Direct
2016-02-04	Common Stock	F	661	$6.06	Disposed	184474.3371	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2140.985	Indirect

Footnotes

F1: On February 4, 2014, Mr. McGarry was granted 13,692 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 4, 2015, 2016 and 2017. Mr. McGarry subsequently received an additional 74 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 4, 2014 award was adjusted in the spin-off of Navient to reflect 38,181 RSUs outstanding. On February 4, 2016, 12,801 shares vested in connection with these RSUs, of which 5,081 shares were withheld by the Company to satisfy Mr. McGarry's tax withholding obligations.

F2: On February 04, 2014, a portion of Mr. McGarry's 2013 Management Incentive Plan Award was deferred in the form of vested RSUs that carry transfer restrictions that lapse in one-half increments on February 4, 2015 and February 4, 2016. On February 4, 2016, the restrictions lapsed on 2,079 RSUs, and 12 additional shares issued to Mr. McGarry pursuant to the related divided equivalent rights, and 661 shares of the Company common stock were withheld to satisfy Mr. McGarry's tax obligations in connection with the lapsing of such restrictions