SLM Corp — Director's Dealing 2018

Jan 31, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SLM CORP (SLM)
CIK: 0001032033
Period of Report: 2018-01-26

Reporting Person: McGarry Steven (EVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-26	Common Stock	A	41953	—	Acquired	363631	Direct
2018-01-26	Common Stock	A	16257	—	Acquired	379888	Direct
2018-01-26	Common Stock	F	536	$11.62	Disposed	379352	Direct
2018-01-27	Common Stock	F	6714	$11.62	Disposed	372638	Direct
2018-01-27	Common Stock	F	1801	$11.62	Disposed	370837	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2141.996	Indirect

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 26, 2019, 2020 and 2021.

F2: The total number of shares of Common Stock is adjusted to correct for a prior error in transmission with respect to the number of shares of Common Stock reported to be held by the Reporting Person.

F3: A portion of the reporting person's 2017 Management Incentive Plan Award was granted in the form of RSUs that carry transfer restrictions that lapse in one-third increments on January 26, 2019, 2020 and 2021, regardless of continued employment.

F4: Represents shares of the Company common stock required to be withheld to satisfy the reporting person's tax withholding obligations upon the grant of RSUs.

F5: On January 27, 2017, the reporting person 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 January 27, 2018, 2019 and 2020. On January 27, 2018, 14,192 shares vested in connection with these RSUs, of which 6,714 shares were withheld by the Company to satisfy the reporting person's tax withholding obligations.

F6: On January 27, 2017, the reporting person was granted restricted stock units ("RSUs") representing rights to receive shares of common stock of SLM Corporation (the "Company"), subject to transfer restrictions that lapse in one-third increments on January 27, 2018, 2019 and 2020. On January 27, 2018, the transfer restrictions lapsed in connection with 5,356 of these RSUs, of which 1,801 shares were withheld by the Company to satisfy the reporting person's tax withholding obligations.

F7: Represents the number of units held in a unitized stock fund in the Sallie Mae 401(k) Savings Plan as of January 23, 2018.