SLM Corp — Director's Dealing 2017

Feb 28, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SLM CORP (SLM)
CIK: 0001032033
Period of Report: 2017-02-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-26	Common Stock	F	10880	$11.96	Disposed	336539	Direct
2017-02-26	Common Stock	F	8404	$11.96	Disposed	328135	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2141.996	Indirect

Footnotes

F1: On February 26, 2016, Mr. McGarry was granted restricted stock units ("RSUs") representing rights to receive shares of common stock of SLM Corporation (the "Company"), subject to vesting conditions, to vest in one-third increments on February 26, 2017, 2018 and 2019. On February 26, 2017, 22,408 shares vested in connection with these RSUs, of which 10,880 shares were withheld by the Company to satisfy the reporting person's tax withholding obligations.

F2: The total number of shares of Common Stock is adjusted to correct for a prior administrative error with respect to the number of shares of Common Stock reported to be held by the Reporting Person.

F3: On February 26, 2016, a portion of Mr. McGarry's 2015 Management Incentive Plan was granted in the form of RSUs that carry transfer restrictions that lapse in one-third increments on February 26, 2017, 2018 and 2019, regardless of continued employment. On February 26, 2017, the restrictions lapsed on 18,190 RSUs, and 8,404 shares of the Company common stock were withheld to satisfy Mr. McGarry's tax withholding obligations.

F4: Represents the number of units held in a unitized stock fund in the Sallie Mae 401(k) Savings Plan as of February 24, 2017