SLM Corp — Director's Dealing 2019

Mar 1, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SLM Corp (SLM)
CIK: 0001032033
Period of Report: 2019-02-26

Reporting Person: Quinlan Raymond J. (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-26	Common Stock	A	170167	—	Acquired	1429744	Direct
2019-02-26	Common Stock	F	78186	$11.15	Disposed	1351558	Direct
2019-02-26	Common Stock	F	69498	$11.15	Disposed	1282060	Direct
2019-02-26	Common Stock	F	17025	$11.15	Disposed	1265035	Direct

Footnotes

F1: Shares reported in this column represent shares awarded in connection with the vesting of performance stock unit awards ("PSUs"). Such PSUs were subject to vesting based on SLM Corporation's (the "Company") cumulative charge-offs of its private education loans from 2016-2018 that first entered full principal and interest repayment status in the fourth quarter of 2015. On February 26, 2019, the Nominations, Governance, and Compensation Committee certified that the Company achieved the cumulative charge-offs performance goal of 3.90%. Accordingly, the number of PSUs that vested on February 26, 2019 were at 150% of target.

F2: Represents shares of the Company common stock required to be withheld to satisfy the reporting person's tax withholding obligations.

F3: On February 26, 2016, the reporting person was granted restricted stock units ("RSUs") representing rights to receive shares of common stock of the Company, subject to vesting conditions, to vest in one-third increments on February 26, 2017, 2018 and 2019. On February 26, 2019, 151,260 shares vested in connection with these RSUs, of which 69,498 shares were withheld by the Company to satisfy the reporting person's tax withholding obligations.

F4: On February 26, 2016, the reporting person was granted RSUs representing rights to receive shares of common stock of the Company, subject to transfer restrictions that lapse in one-third increments on February 26, 2017, 2018 and 2019. On February 26, 2019, the transfer restrictions lapsed in connection with 37,063 of these RSUs, of which 17,025 shares were withheld by the Company to satisfy the reporting person's tax withholding obligations.