SLM Corp — Director's Dealing 2017

Jan 31, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SLM CORP (SLM)
CIK: 0001032033
Period of Report: 2017-01-27

Reporting Person: Rocha Charles P (EVP & Chief Marketing Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-27	Common Stock	A	40712	—	Acquired	270813.1028	Direct
2017-01-27	Common Stock	A	15664	—	Acquired	286477.1028	Direct
2017-01-27	Common Stock	F	368	$11.79	Disposed	286109.1028	Direct

Footnotes

F1: A long-term incentive award of Restricted Stock Units ("RSUs") under the SLM Corporation 2012 Omnibus Incentive Plan, which is classified as "Common Stock," as permitted, since the RSUs will be settled solely by delivery of shares of SLM Corporation (the "Company") common stock. Subject to continuing employment, these RSUs vest in one-third increments on January 27, 2018, 2019 and 2020.

F2: A portion of Mr. Rocha's 2016 Management Incentive Plan Award was granted in the form of RSUs that carry transfer restrictions that lapse in one-third increments on January 27, 2018, 2019 and 2020, regardless of continued employment.

F3: Represents shares of the Company common stock required to be withheld to satisfy Mr. Rocha's tax withholding obligations upon the grant of RSUs.