SLM Corp — Director's Dealing 2017

Feb 8, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SLM CORP (SLM)
CIK: 0001032033
Period of Report: 2017-02-04

Reporting Person: Lutz Laurent Charles (EVP, GC and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-04	Common Stock	F	18196	$12.04	Disposed	913788.4601	Direct
2017-02-04	Common Stock	F	1862	$12.04	Disposed	911926.4601	Direct

Footnotes

F1: On February 4, 2014, Mr. Lutz was awarded 54,556 Restricted Stock Units ("RSUs") representing rights to receive shares of common stock of SLM Corporation (the "Company") that were subsequently adjusted in the spin-off of Navient to reflect 153,019 RSUs outstanding and an additional 318 RSUs attributable to dividends. On February 4, 2017, 51,007 shares of such RSUs vested, and 18,196 shares of the Company common stock were withheld to satisfy Mr. Lutz's tax withholding obligations.

F2: On February 4, 2014, a portion of Mr. Lutz's 2013 Management Incentive Plan Award was deferred in the form of vested Restricted Stock Units ("RSUs") and Mr. Lutz was granted 15,756 RSUs that carry transfer restrictions that lapse in one-third increments on February 4, 2015, 2016 and 2017. Mr. Lutz subsequently received an additional 92 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 15,848 RSUs outstanding. On February 4, 2017, the restrictions lapsed on 5,284 RSUs, and 1,862 shares of the Company common stock were withheld to satisfy Mr. Lutz's tax withholding obligations.