SLM Corp — Director's Dealing 2019

Jan 31, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SLM Corp (SLM)
CIK: 0001032033
Period of Report: 2019-01-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-01-28	Common Stock	A	29926	—	Acquired	261604	Direct
2019-01-28	Common Stock	A	22116	—	Acquired	283720	Direct
2019-01-28	Common Stock	F	922	$10.86	Disposed	282798	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 28, 2020, 2021 and 2022.

F2: A portion of the reporting person's 2018 Management Incentive Plan Award was granted in the form of RSUs that carry transfer restrictions that lapse in one-third increments on January 28, 2020, 2021 and 2022, regardless of continued employment.

F3: 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.

F4: Represents the number of units held in a unitized stock fund in the Sallie Mae 401(k) Savings Plan as of January 17, 2019.