SLM Corp — Major Shareholding Notification 2012

Feb 14, 2012

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934 (Amendment No. 4)*

SLM CORPORATION (Name of Issuer)

COMMON STOCK, $0.20 PAR VALUE (Title of Class of Securities)

78442P106 (CUSIP Number)

December 31, 2011 (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 person’s 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 ).

$$/page=

CUSIP No. 78442P106 13G/A Page 2 of 19 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
	5.	SOLE VOTING POWER
NUMBER OF		45,749,254
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		—0—
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON		45,749,254
WITH	8.	SHARED DISPOSITIVE POWER
		—0—
9.	AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
	45,749,254
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
	9.0%
12.	TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
	PN

$$/page=

CUSIP No. 78442P106 13G/A Page 3 of 19 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
	5.	SOLE VOTING POWER
NUMBER OF		45,749,254
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		—0—
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON		45,749,254
WITH	8.	SHARED DISPOSITIVE POWER
		—0—
9.	AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
	45,749,254
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
	9.0%
12.	TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
	OO

$$/page=

CUSIP No. 78442P106 13G/A Page 4 of 19 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
	5.	SOLE VOTING POWER
NUMBER OF		45,749,254
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		—0—
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON		45,749,254
WITH	8.	SHARED DISPOSITIVE POWER
		—0—
9.	AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
	45,749,254
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
	9.0%
12.	TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
	OO

$$/page=

CUSIP No. 78442P106 13G/A Page 5 of 19 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
	5.	SOLE VOTING POWER
NUMBER OF		45,749,254
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		—0—
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON		45,749,254
WITH	8.	SHARED DISPOSITIVE POWER
		—0—
9.	AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
	45,749,254
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
	9.0%
12.	TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
	IN

$$/page=

CUSIP No. 78442P106 13G/A Page 6 of 19 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
	5.	SOLE VOTING POWER
NUMBER OF		3,472,046
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		—0—
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON		3,472,046
WITH	8.	SHARED DISPOSITIVE POWER
		—0—
9.	AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,472,046
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

$$/page=

CUSIP No. 78442P106 13G/A Page 7 of 19 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
	5.	SOLE VOTING POWER
NUMBER OF		10,958,683
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		—0—
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON		10,958,683
WITH	8.	SHARED DISPOSITIVE POWER
		—0—
9.	AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,958,683
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

$$/page=

CUSIP No. 78442P106 13G/A Page 8 of 19 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
	5.	SOLE VOTING POWER
NUMBER OF		31,318,525
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		—0—
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON		31,318,525
WITH	8.	SHARED DISPOSITIVE POWER
		—0—
9.	AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
	31,318,525
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
	6.2%
12.	TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
	PN

$$/page=

CUSIP No. 78442P106 13G/A Page 9 of 19 Pages

Item 1	(a).	Name of Issuer:
		SLM Corporation (the “Issuer”)
Item 1	(b).	Address of Issuer’s Principal Executive Offices:
		300 Continental Drive, Newark, Delaware 19713
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, the Managing Member of Highfields
GP and the 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, Highfields I, Highfields II and Highfields III
are sometimes individually referred to herein as a “Reporting Person” and
collectively as the “Reporting Persons.”
Item 2	(b).	Address of Principal Business Office or, if None,
Residence:
		Address for Highfields Capital Management, Highfields GP,
Highfields Associates, Mr. Jacobson, Highfields I and Highfields II:
		c/o Highfields Capital Management LP
		John Hancock Tower
		200 Clarendon Street, 59th Floor
		Boston, Massachusetts 02116

$$/page=

CUSIP No. 78442P106 13G/A Page 10 of 19 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
		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 11 of 19 Pages

Item 4.
For Highfields Capital Management,
Highfields GP, Highfields Associates, and Mr. Jacobson:
(a)	Amount beneficially owned: 45,749,254
shares of Common Stock
(b)	Percent of class: 9.0%
(c)	Number of shares as to which such
person has:
	(i)	Sole power to vote or to direct the vote:
45,749,254
	(ii)	Shared power to vote or to direct the vote: —0—
	(iii)	Sole power to dispose or to direct the
disposition of: 45,749,254
	(iv)	Shared power to dispose or to direct the
disposition of: —0—
For Highfields I:
(a)	Amount beneficially owned: 3,472,046
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:
3,472,046
	(ii)	Shared power to vote or to direct the vote: —0—
	(iii)	Sole power to dispose or to direct the
disposition of: 3,472,046
	(iv)	Shared power to dispose or to direct the
disposition of: —0—
For Highfields II:
(a)	Amount beneficially owned:10,958,683
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:
10,958,683

$$/page=

CUSIP No. 78442P106 13G/A Page 12 of 19 Pages

(ii)	Shared power to vote or to direct the vote: —0—
(iii)	Sole power to dispose or to direct the disposition of:
10,958,683
(iv)	Shared power to dispose or to direct the disposition of:
—0—

For Highfields III:

| (a) | Amount beneficially owned:31,318,525 shares of Common
Stock | |
| --- | --- | --- |
| (b) | Percent of class: 6.2% | |
| (c) | Number of shares as to which such person has: | |
| | (i) | Sole power to vote or to direct the vote:
31,318,525 |
| | (ii) | Shared power to vote or to direct the vote: —0— |
| | (iii) | Sole power to dispose or to direct the disposition of:
31,318,525 |
| | (iv) | Shared power to dispose or to direct the disposition of:
—0— |

$$/page=

CUSIP No. 78442P106 13G/A Page 13 of 19 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, and Mr. Jacobson 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, and Mr. Jacobson has the power to direct the receipt of dividends from or the proceeds from 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 2 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.

$$/page=

CUSIP No. 78442P106 13G/A Page 14 of 19 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 14, 2012
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
* by power of attorney

$$/page=

CUSIP No. 78442P106 13G/A Page 15 of 19 Pages

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

$$/page=

CUSIP No. 78442P106 13G/A Page 16 of 19 Pages

EXHIBIT INDEX

| Exhibit 1. | Joint Filing Agreement as
required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as
amended. |
| --- | --- |
| Exhibit 2. | List of Members of Group |

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CUSIP No. 78442P106 13G/A Page 17 of 19 Pages

Exhibit 1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe such information is inaccurate.

February 14, 2012
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

$$/page=

CUSIP No. 78442P106 13G/A Page 18 of 19 Pages

| Joseph F.
Mazzella, Attorney in Fact |
| --- |
| Name/Title |
| * by power of attorney |
| 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 |

$$/page=

CUSIP No. 78442P106 13G/A Page 19 of 19 Pages

Exhibit 2

Members of Group

Highfields Capital Management LP
Highfields GP LLC
Highfields Associates LLC
Jonathon S. Jacobson
Highfields Capital I LP
Highfields Capital II LP
Highfields Capital III L.P.