SLM Corp — Director's Dealing 2020

Jan 30, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SLM Corp (SLM)
CIK: 0001032033
Period of Report: 2020-01-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-27	Common Stock	A	15459	—	Acquired	288266.3665	Direct
2020-01-27	Common Stock	F	4785	$11.20	Disposed	283481.3665	Direct
2020-01-27	Common Stock	F	4480	$11.20	Disposed	279001.3665	Direct
2020-01-27	Common Stock	F	1557	$11.20	Disposed	277444.3665	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2168.808	Indirect

Footnotes

F1: Shares reported in this column represent shares awarded in connection with the vesting of performance stock units awarded on January 27, 2017 ("PSUs"), as certified by the Nominations, Governance, and Compensation Committee on January 27, 2020.

F2: Includes Dividend Equivalent units in connection with RSUs granted under the SLM Corporation 2012 Omnibus Incentive Plan.

F3: Includes shares of common stock acquired under a dividend reinvestment plan.

F4: Represents shares of the Company common stock required to be withheld to satisfy the reporting person's tax withholding obligations in connection with the vesting of the PSUs.

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, 2020, 13,427 shares vested in connection with these RSUs, of which 4,480 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, 2020, the transfer restrictions lapsed in connection with 5,032 of these RSUs, of which 1,557 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, including reinvested dividends, in the Sallie Mae 401(k) Savings Plan.