SEC Filing | SLM Corporation

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SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ANDREWS CHARLES ELLIOTT

(Last)

(First)

(Middle)

12061 BLUEMONT WAY

(Street)

RESTON

20190

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SLM CORP [ SLM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CFO - Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/25/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/25/2007		A		8,000⁽¹⁾	A	$0	53,617	D
Common Stock	01/25/2007		A		3,297	A	$45.41	56,914	D
Common Stock								2,218.2118	I	By 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$45.41	01/25/2007		A		40,000		⁽²⁾	01/25/2017	Common Stock	40,000	$0	40,000	D

Explanation of Responses:

1. These shares of Restricted Stock vest upon the later of the achievement of specific performance targets and a specified date.

2. These options become exercisable upon the Company's common stock having a closing price on the New York Stock Exchange of $54.49, for five trading days, they also become exercisable on the eighth anniversary of the grant (January 25, 2015), but no sooner than one year from the grant date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	By: Mary F. Eure (POA)	01/25/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS
	The undersigned hereby makes, constitutes, and appoints each of David
Chianese, Mary Eure, Rob Lavet, and Carol Rakatansky each acting individually,
as his or her true and lawful attorney-in-fact, with full power and authority
to:
   (1)	submit the Form ID (along with signing the authentication)prepare,
   	execute, acknowledge, deliver and file Forms 3, 4, and 5 (including
   	any amendments thereto) with respect to the securities of SLM
   	Corporation, (the "Corporation"), with the United States Securities
   	and Exchange Commission, any national securities exchanges and the
   	Corporation, as considered necessary or advisable under Section 16(a)
   	of the Securities Exchange Act of 1934 and the rules and regulations
   	promulgated thereunder, as amended from time to time (the "Exchange
   	Act");
   (2)	seek or obtain information on transactions in the Corporation's
   	securities from any third party, including brokers, employee benefit
   	plan administrators, employee benefit plan administrators and
   	trustees, and the undersigned hereby authorizes any such person to
   	release any such information to the attorney-in-fact and approves and
   	ratifies any such release of information; and
   (3)	perform any and all other acts which in the discretion of such
   	attorney-in-fact are necessary or desirable for and on behalf of the
   	undersigned in connection with the foregoing.
The undersigned hereby gives and grants each of the foregoing attorneys-in
- -fact: full power and authority to do and perform all and every act and thing
whatsoever requisite, necessary or appropriate to be done in and about the
foregoing matters as fully to all intents and purposes as the undersigned
might or could do if present, with full power of substitution, hereby
ratifying all that each such attorney-in-fact of, for and on behalf of the
undersigned, shall lawfully do or cause to be done by virtue of this
Limited Power of Attorney.  The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Corporation assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

The Limited Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to
the undersigned's holdings of and transactions in the Corporation's
securities, unless earlier revoked by the undersigned in a signed writing
delivered to each such attorney-in-fact.

	IN WITNESS WHEREOF, the undersigned has caused this Limited Power of
Attorney to be executed as of this 18th day of May, 2006.

					Signature

					_____/s/_C.E. Andrews ___________