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: 2017-02-03

Reporting Person: Thome Paul F (EVP & Chief Admin Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-03	Common Stock	M	25363	$5.7343	Acquired	241908	Direct
2017-02-03	Common Stock	F	16446	$11.94	Disposed	225462	Direct
2017-02-04	Common Stock	F	2992	$12.04	Disposed	222470	Direct
2017-02-04	Common Stock	F	527	$12.04	Disposed	221943	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-03	Stock Options (Right to Buy)	$5.7343	M	25363	Disposed	2017-02-03	Common Stock (25363)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	40844.207	Indirect
Common Stock	23847.021	Indirect

Footnotes

F1: Stock options exercised by the reporting person in advance of pending expiration of options.

F2: Represents shares withheld by the Company to satisfy the exercise price of the option, and to satisfy the reporting person's tax withholding obligations upon the exercise of the option.

F3: On February 4, 2014, Mr. Thome was awarded 9,888 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 27,734 RSUs outstanding and an additional 58 RSUs attributable to dividends. On February 4, 2017, 9,245 shares of such RSUs vested, of which 2,992 shares of the Company common stock were withheld to satisfy Mr. Thome's tax withholding obligations.

F4: On February 4, 2014, a portion of Mr. Thome's 2013 Management Incentive Plan award was deferred in the form of vested Restricted Stock Units ("RSUs") and Mr. Thome was granted 4,841 RSUs that carry transfer restrictions that lapse in one-third increments on February 4, 2015, 2016 and 2017. Mr. Thome subsequently received an additional 28 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. On February 4, 2017, the restrictions lapsed on 1,624 RSUs, and 527 shares of the Company common stock were withheld to satisfy Mr. Thome's tax withholding obligations.

F5: Represents the number of units held in a unitized stock fund in the Sallie Mae 401(k) Savings Plan and the Sallie Mae Supplemental 401(k) Savings Plan as of January 23, 2017.