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SLM Corp — Major Shareholding Notification 2010
Feb 16, 2010
30933_mrq_2010-02-16_ee962726-b5d6-4798-9462-78c4bcf95e6d.zip
Major Shareholding Notification
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934 (Amendment No. 2)*
SLM CORPORATION (Name of Issuer)
COMMON STOCK, $0.20 PAR VALUE (Title of Class of Securities)
78442P106 (CUSIP Number)
DECEMBER 31, 2009 (Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b) [ x ] Rule 13d-1(c) [ ] Rule 13d-1(d)
- The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).
CUSIP No. 78442P106 13G/A Page 2 of 18 Pages
| 1. | NAMES OF REPORTING PERSONS |
|---|---|
| I.R.S. IDENTIFICATION NOS. OF ABOVE | |
| PERSONS (ENTITIES ONLY) | |
| Highfields Capital Management LP | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE |
| INSTRUCTIONS) (a) [ ] (b) [ x ] | |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Delaware |
| NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER |
| --- | --- |
| | 44,207,187 |
| 6. | SHARED VOTING POWER |
| | 0 |
| 7. | SOLE DISPOSITIVE POWER |
| | 44,207,187 |
| 8. | SHARED DISPOSITIVE POWER |
| | 0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
| --- | --- |
| | 44,207,187 |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
[ ] (SEE INSTRUCTIONS) |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| | 9.3% |
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| | PN |
- See Item 4
CUSIP No. 78442P106 13G/A Page 3 of 18 Pages
| 1. | NAMES
OF REPORTING PERSONS |
| --- | --- |
| | I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY) |
| | Highfields
GP LLC |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ x ] |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | SOLE VOTING POWER |
| --- | --- |
| | 44,207,187 |
| 6. | SHARED VOTING POWER |
| | 0 |
| 7. | SOLE DISPOSITIVE POWER |
| | 44,207,187 |
| 8. | SHARED DISPOSITIVE POWER |
| | 0 |
| 9. | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| --- | --- |
| | 44,207,187 |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
[ ] (SEE INSTRUCTIONS) |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| | 9.3% |
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| | OO |
- See Item 4
CUSIP No. 78442P106 13G/A Page 4 of 18 Pages
| 1. | NAMES
OF REPORTING PERSONS |
| --- | --- |
| | I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY) |
| | Highfields
Associates LLC |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ x ] |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | SOLE VOTING POWER |
| --- | --- |
| | 44,207,187 |
| 6. | SHARED VOTING POWER |
| | 0 |
| 7. | SOLE DISPOSITIVE POWER |
| | 44,207,187 |
| 8. | SHARED DISPOSITIVE POWER |
| | 0 |
| 9. | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| --- | --- |
| | 44,207,187 |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
[ ] (SEE INSTRUCTIONS) |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| | 9.3% |
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| | OO |
- See Item 4
CUSIP No. 78442P106 13G/A Page 5 of 18 Pages
| 1. | NAMES
OF REPORTING PERSONS |
| --- | --- |
| | I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY) |
| | Jonathon
S. Jacobson |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ x ] |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | United States |
| NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | SOLE VOTING POWER |
| --- | --- |
| | 44,207,187 |
| 6. | SHARED VOTING POWER |
| | 0 |
| 7. | SOLE DISPOSITIVE POWER |
| | 44,207,187 |
| 8. | SHARED DISPOSITIVE POWER |
| | 0 |
| 9. | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| --- | --- |
| | 44,207,187 |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
[ ] (SEE INSTRUCTIONS) |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| | 9.3% |
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| | IN |
- See Item 4
CUSIP No. 78442P106 13G/A Page 6 of 18 Pages
| 1. | NAMES
OF REPORTING PERSONS |
| --- | --- |
| | I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY) |
| | Richard
L. Grubman |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ x ] |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | United States |
| NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | SOLE VOTING POWER |
| --- | --- |
| | 44,207,187 |
| 6. | SHARED VOTING POWER |
| | 0 |
| 7. | SOLE DISPOSITIVE POWER |
| | 44,207,187 |
| 8. | SHARED DISPOSITIVE POWER |
| | 0 |
| 9. | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| --- | --- |
| | 44,207,187 |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
[ ] (SEE INSTRUCTIONS) |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| | 9.3% |
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| | IN |
- See Item 4
CUSIP No. 78442P106 13G/A Page 7 of 18 Pages
| 1. | NAMES
OF REPORTING PERSONS |
| --- | --- |
| | I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY) |
| | Highfields
Capital I LP |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ x ] |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | SOLE VOTING POWER |
| --- | --- |
| | 3,405,619 |
| 6. | SHARED VOTING POWER |
| | 0 |
| 7. | SOLE DISPOSITIVE POWER |
| | 3,405,619 |
| 8. | SHARED DISPOSITIVE POWER |
| | 0 |
| 9. | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| --- | --- |
| | 3,405,619 |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
[ x ] (SEE INSTRUCTIONS) |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| | 0.7% |
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| | PN |
- See Item 4
CUSIP No. 78442P106 13G/A Page 8 of 18 Pages
| 1. | NAMES
OF REPORTING PERSONS |
| --- | --- |
| | I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY) |
| | Highfields
Capital II LP |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ x ] |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | SOLE VOTING POWER |
| --- | --- |
| | 10,648,321 |
| 6. | SHARED VOTING POWER |
| | 0 |
| 7. | SOLE DISPOSITIVE POWER |
| | 10,648,321 |
| 8. | SHARED DISPOSITIVE POWER |
| | 0 |
| 9. | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| --- | --- |
| | 10,648,321 |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
[ x ] (SEE INSTRUCTIONS) |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| | 2.2% |
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| | PN |
- See Item 4
CUSIP No. 78442P106 13G/A Page 9 of 18 Pages
| 1. | NAMES
OF REPORTING PERSONS |
| --- | --- |
| | I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY) |
| | Highfields
Capital III L.P. |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ x ] |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | SOLE VOTING POWER |
| --- | --- |
| | 30,153,247 |
| 6. | SHARED VOTING POWER |
| | 0 |
| 7. | SOLE DISPOSITIVE POWER |
| | 30,153,247 |
| 8. | SHARED DISPOSITIVE POWER |
| | 0 |
| 9. | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| --- | --- |
| | 30,153,247 |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
[ x ] (SEE INSTRUCTIONS) |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| | 6.4% |
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| | PN |
- See Item 4
CUSIP No. 78442P106 13G/A Page 10 of 18 Pages
| Item 1 | (a). | Name of Issuer: |
|---|---|---|
| SLM Corporation (the Issuer) | ||
| Item 1 | (b). | Address of Issuers Principal |
| Executive Offices: | ||
| 12061 Bluemont Way, Reston, VA | ||
| 20190 | ||
| Item 2 | (a). | Name of Person Filing: |
| This statement is being filed by the following persons | ||
| with respect to the shares of common stock (Common Stock) of the Issuer | ||
| directly owned by Highfields Capital I LP (Highfields I), Highfields | ||
| Capital II LP (Highfields II) and Highfields Capital III L.P. | ||
| (Highfields III and, together with Highfields I and Highfields II, the | ||
| Funds): |
| (i) | Highfields Capital Management LP, a Delaware limited
partnership (Highfields Capital Management) and investment manager to
each of the Funds; |
| --- | --- |
| (ii) | Highfields GP LLC, a Delaware limited liability company
(Highfields GP) and the General Partner of Highfields Capital
Management; |
| (iii) | Highfields Associates LLC, a Delaware limited liability
company (Highfields Associates) and the General Partner of the
Funds; |
| (iv) | Jonathon S. Jacobson, a Managing Member of Highfields GP
and a Senior Managing Member of Highfields Associates; |
| (v) | Richard L. Grubman, a Managing Member of Highfields GP
and a Senior Managing Member of Highfields Associates; |
| (vi) | Highfields I, a Delaware limited partnership; |
| (vii) | Highfields II, a Delaware limited partnership;
and |
| (viii) | Highfields III, an exempted limited partnership organized
under the laws of the Cayman Islands. |
| Highfields Capital Management, Highfields GP, Highfields
Associates, Mr. Jacobson, Mr. Grubman, Highfields I, Highfields II and
Highfields III are sometimes individually referred to herein as a
Reporting Person and collectively as the Reporting Persons. — Address of Principal Business Office or, if None,
Residence: |
| --- |
| Address for Highfields Capital Management, Highfields GP,
Highfields Associates, Mr. Jacobson, Mr. Grubman, Highfields I and
Highfields II: |
| c/o Highfields Capital Management LP |
| John Hancock Tower |
| 200 Clarendon Street, 59th Floor |
| Boston, Massachusetts 02116 |
CUSIP No. 78442P106 13G/A Page 11 of 18 Pages
| Address for Highfields III: | ||
|---|---|---|
| c/o Goldman Sachs (Cayman) Trust, | ||
| Limited | ||
| Suite 3307, Gardenia Court | ||
| 45 Market Street, Camana Bay | ||
| P.O. Box 896 | ||
| Grand Cayman KY1-1103 | ||
| Cayman Islands | ||
| Item 2 | (c). | Citizenship: |
| Highfields Capital Management | ||
| Delaware | ||
| Highfields GP Delaware | ||
| Highfields Associates Delaware | ||
| Jonathon S. Jacobson United | ||
| States | ||
| Richard L. Grubman United | ||
| States | ||
| Highfields I | ||
| Delaware | ||
| Highfields II | ||
| Delaware | ||
| Highfields III Cayman Islands | ||
| Item 2 | (d). | Title of Class of |
| Securities: | ||
| Common Stock, $0.20 par value | ||
| Item 2 | (e). | CUSIP Number: |
| 78442P106 |
ITEM 3. Not applicable.
CUSIP No. 78442P106 13G/A Page 12 of 18 Pages
| Item 4. |
|---|
| For Highfields Capital Management, Highfields GP, |
| Highfields Associates, Mr. Jacobson and Mr. Grubman: |
| (a) | Amount beneficially owned: 44,207,187 shares of Common
Stock | |
| --- | --- | --- |
| (b) | Percent of class: 9.3 % | |
| (c) | Number of shares as to which such person has: | |
| | (i) | Sole power to vote or to direct the vote:
44,207,187 |
| | (ii) | Shared power to vote or to direct the vote: 0 |
| | (iii) | Sole power to dispose or to direct the disposition of:
44,207,187 |
| | (iv) | Shared power to dispose or to direct the disposition of:
0 |
For Highfields I:
| (a) | Amount beneficially owned: 3,405,619 shares of Common
Stock | |
| --- | --- | --- |
| (b) | Percent of class: 0.7 % | |
| (c) | Number of shares as to which such person has: | |
| | (i) | Sole power to vote or to direct the vote:
3,405,619 |
| | (ii) | Shared power to vote or to direct the vote: 0 |
| | (iii) | Sole power to dispose or to direct the disposition of:
3,405,619 |
| | (iv) | Shared power to dispose or to direct the disposition of:
0 |
For Highfields II:
| (a) | Amount beneficially owned: 10,648,321 shares of Common
Stock |
| --- | --- |
| (b) | Percent of class: 2.2 % |
| (c) | Number of shares as to which such person has: |
| | (i) Sole power to vote or to direct the vote:
10,648,321 |
CUSIP No. 78442P106 13G/A Page 13 of 18 Pages
| (ii) | Shared power to vote or to direct the vote: 0 |
|---|---|
| (iii) | Sole power to dispose or to direct the disposition of: |
| 10,648,321 | |
| (iv) | Shared power to dispose or to direct the disposition of: |
| 0 |
For Highfields III:
| (a) | Amount beneficially owned: 30,153,247 shares of Common
Stock | |
| --- | --- | --- |
| (b) | Percent of class: 6.4 % | |
| (c) | Number of shares as to which such person has: | |
| | (i) | Sole power to vote or to direct the vote:
30,153,247 |
| | (ii) | Shared power to vote or to direct the vote: 0 |
| | (iii) | Sole power to dispose or to direct the disposition of:
30,153,247 |
| | (iv) | Shared power to dispose or to direct the disposition of:
0 |
Each of the Reporting Persons listed above has acquired convertible preferred stock, which is convertible into shares of Common Stock. The information set forth herein includes the amount of Common Stock that the Reporting Persons are entitled to acquire.
CUSIP No. 78442P106 13G/A Page 14 of 18 Pages
| Item 5. | Ownership of Five Percent or Less of a Class. |
|---|---|
| Not applicable. | |
| Item 6. | Ownership of More than Five Percent on Behalf of |
| Another Person. | |
| The shares of Common Stock beneficially owned by | |
| Highfields Capital Management, Highfields GP, Highfields Associates, Mr. | |
| Jacobson and Mr. Grubman are directly owned by the Funds. Highfields | |
| Capital Management serves as the investment manager to each of the Funds. | |
| Each of Highfields Capital Management, Highfields GP, Highfields | |
| Associates, Mr. Jacobson and Mr. Grubman has the power to direct the | |
| dividends from or the proceeds of the sale of the shares of Common Stock | |
| owned by the Funds. | |
| Item 7. | Identification and Classification of the Subsidiary |
| Which Acquired the Security Being Reported on by the Parent Holding | |
| Company. | |
| Not applicable. | |
| Item 8. | Identification and Classification of Members of the |
| Group. | |
| See Exhibit 1 attached hereto. | |
| Each Reporting Person disclaims beneficial ownership of | |
| the shares of Common Stock beneficially owned by the other Reporting | |
| Persons. | |
| Item 9. | Notice of Dissolution of Group. |
| Not applicable. | |
| Item 10. | Certification . |
| By signing below I certify that, to the best of my | |
| knowledge and belief, the securities referred to above were not acquired | |
| and are not held for the purpose of or with the effect of changing or | |
| influencing the control of the issuer of the securities and were not | |
| acquired and are not held in connection with or as a participant in any | |
| transaction having that purpose or effect. |
CUSIP No. 78442P106 13G/A Page 15 of 18 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 16, 2010 |
|---|
| Date |
| HIGHFIELDS CAPITAL MANAGEMENT LP |
| By: Highfields GP LLC, its General Partner |
| /s/ Joseph F. Mazzella |
| Signature |
| Joseph F. Mazzella, Authorized Signatory |
| Name/Title |
| HIGHFIELDS GP LLC |
| /s/ Joseph F. Mazzella |
| Signature |
| Joseph F. Mazzella, Authorized Signatory |
| Name/Title |
| HIGHFIELDS ASSOCIATES LLC |
| /s/ Joseph F. Mazzella |
| Signature |
| Joseph F. Mazzella, Authorized Signatory |
| Name/Title |
| JONATHON S. JACOBSON |
| /s/ Joseph F. Mazzella |
| Signature |
| Joseph F. Mazzella, Authorized Signatory |
| Name/Title |
CUSIP No. 78442P106 13G/A Page 16 of 18 Pages
| RICHARD L. GRUBMAN |
|---|
| /s/ Joseph F. Mazzella |
| Signature |
| Joseph F. Mazzella, Authorized Signatory |
| Name/Title |
| HIGHFIELDS CAPITAL I LP |
| By: Highfields Associates LLC, its General Partner |
| /s/ Joseph F. Mazzella |
| Signature |
| Joseph F. Mazzella, Authorized Signatory |
| Name/Title |
| HIGHFIELDS CAPITAL II LP |
| By: Highfields Associates LLC, its General Partner |
| /s/ Joseph F. Mazzella |
| Signature |
| Joseph F. Mazzella, Authorized Signatory |
| Name/Title |
| HIGHFIELDS CAPITAL III L.P. |
| By: Highfields Associates LLC, its General Partner |
| /s/ Joseph F. Mazzella |
| Signature |
| Joseph F. Mazzella, Authorized Signatory |
| Name/Title |
CUSIP No. 78442P106 13G/A Page 17 of 18 Pages
EXHIBIT INDEX
Exhibit 1. List of Members of Group
CUSIP No. 78442P106 13G/A Page 18 of 18 Pages
Exhibit 1
MEMBERS OF GROUP
Highfields Capital Management LP Highfields GP LLC Highfields Associates LLC Jonathon S. Jacobson Richard L. Grubman Highfields Capital I LP Highfields Capital II LP Highfields Capital III L.P.