SLM Corp — Director's Dealing 2017

Feb 15, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SLM CORP (SLM)
CIK: 0001032033
Period of Report: 2017-02-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-10	Common Stock	F	4109	$12.43	Disposed	217834	Direct
2017-02-10	Common Stock	F	1473	$12.43	Disposed	216361	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	40844.207	Indirect
Common Stock	23847.021	Indirect

Footnotes

F1: On February 10, 2015, Mr. Thome was granted 38,095 restricted stock units ("RSUs") representing rights to receive shares of common stock of SLM Corporation (the "Company"), subject to continued employment, to vest in one-third increments on February 10, 2016, 2017 and 2018. On February 10, 2017, 12,699 shares vested in connection with these RSUs, of which 4,109 shares were withheld by the Company to satisfy Mr. Thome's tax withholding obligations.

F2: On February 10, 2015, a portion of Mr. Thome's 2014 Management Incentive Plan Award was granted in the form of RSUs that carry transfer restrictions that lapse in one-third increments on February 10, 2016, 2017 and 2018, regardless of continued employment. On February 10, 2017, the restrictions lapsed on 4,909 RSUs, and 1,473 shares of the Company common stock were withheld to satisfy Mr. Thome's tax obligations in connection with the lapsing of such restrictions.

F3: 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.