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: 2016-11-10

Reporting Person: Boyles Jonathan (SVP & Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-10	Common Stock	M	5154	$5.7343	Acquired	187980	Direct
2016-11-10	Common Stock	F	4009	$8.59	Disposed	183971	Direct
2016-11-10	Common Stock	S	1145	$8.6025	Disposed	182826	Direct
2016-11-10	Common Stock	S	8394	$8.601	Disposed	174432	Direct
2017-02-26	Common Stock	F	6954	$11.96	Disposed	167478	Direct
2017-02-26	Common Stock	F	2309	$11.96	Disposed	165169	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-10	Stock Options (Right to Buy)	$5.7343	M	5154	Disposed	2017-02-03	Common Stock (5154)	Direct

Footnotes

F1: This item reports the exercise of SARs with respect to 5,154 shares, which was previously not reported due to an administrative error.

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: This item reports the withholding of 4,009 shares that occurred in connection with the exercise of SARs, which was previously not reported due to an administrative error.

F4: This item reports the sale of 1,145 shares, which was previously not reported due to an administrative error. The disposition of these shares did not give rise to any matchable transaction.

F5: This item reports the sale of 8,394 shares, which was previously not reported due to an administrative error. The disposition of these shares did not give rise to any matchable transaction.

F6: On February 26, 2016, Mr. Boyles 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, 21,008 shares vested in connection with these RSUs, of which 6,954 shares were withheld by the Company to satisfy the reporting person's tax withholding obligations.

F7: On February 26, 2016, a portion of Mr. Boyles's 2015 Management Incentive Plan was granted in the form of RSUs that carry transfer restrictions that lapse in one-half increments on February 26, 2017 and 2018, regardless of continued employment. On February 26, 2017, the restrictions lapsed on 7,508 RSUs, and 2,309 shares of the Company common stock were withheld to satisfy Mr. Boyles's tax withholding obligations.