SLM Corp — Director's Dealing 2021

Jan 28, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SLM Corp (SLM)
CIK: 0001032033
Period of Report: 2021-01-25

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-25	Common Stock	A	21549	—	Acquired	332398.1904	Direct
2021-01-25	Common Stock	F	7084	$13.10	Disposed	325314.1904	Direct
2021-01-26	Common Stock	F	3938	$13.06	Disposed	321376.1904	Direct
2021-01-26	Common Stock	F	1544	$13.06	Disposed	319832.1904	Direct

Footnotes

F1: Shares reported in this column represent shares awarded in connection with the vesting of performance stock units awarded on January 26, 2018 ("PSUs"), as certified by the Nominations, Governance, and Compensation Committee on January 25, 2021.

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

F3: Includes Dividend Equivalent Units in connection with RSUs granted under the SLM Corporation 2012 Omnibus Incentive Plan.

F4: Includes shares of Common Stock acquired under a dividend reinvestment plan.

F5: 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.

F6: On January 26, 2018, 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 26, 2019, 2020, and 2021. On January 26, 2021, 13,767 shares vested in connection with these RSUs, of which 3,938 shares were withheld by the Company to satisfy the reporting person's tax withholding obligations.

F7: On January 26, 2018, 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 26, 2019, 2020, and 2021. On January 26, 2021, the transfer restrictions lapsed in connection with 5,384 of these RSUs, of which 1,544 shares were withheld by the Company to satisfy the reporting person's tax withholding obligations.