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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* HELEEN MARK L (Last) (First) (Middle) 12061 BLUEMONT WAY (Street) RESTON VA 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) EVP & General Cousel
	3. Date of Earliest Transaction (Month/Day/Year) 06/14/2010
	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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$11.39	06/14/2010		A		207		(1)	09/25/2011	Common Stock	207	(2)	207	D
Stock Option (Right to Buy)	$26.6466	06/14/2010		D			1,500	09/25/2003	09/25/2011	Common Stock	1,500	(2)	0.0000	D
Stock Option (Right to Buy)	$11.39	06/14/2010		A		1,092		(1)	01/28/2013	Common Stock	1,092	(3)	1,092	D
Stock Option (Right to Buy)	$11.39	06/14/2010		A		1,217		(1)	01/28/2013	Common Stock	1,217	(3)	2,309	D
Stock Option (Right to Buy)	$35.2	06/14/2010		D			6,000	03/08/2004	01/28/2013	Common Stock	6,000	(3)	0.0000	D
Stock Option (Right to Buy)	$11.39	06/14/2010		A		1,088		(1)	01/29/2014	Common Stock	1,088	(4)	1,088	D
Stock Option (Right to Buy)	$11.39	06/14/2010		A		1,591		(1)	01/29/2014	Common Stock	1,591	(4)	2,679	D
Stock Option (Right to Buy)	$37.87	06/14/2010		D			6,500	01/29/2005	01/29/2014	Common Stock	6,500	(4)	0.0000	D
Stock Option (Right to Buy)	$50.75	06/14/2010		D			6,000	(5)	01/27/2015	Common Stock	6,000	(6)	0.0000	D
Stock Option (Right to Buy)	$11.39	06/14/2010		A		523		(7)	01/27/2015	Common Stock	523	(6)	523	D
Stock Option (Right to Buy)	$11.39	06/14/2010		A		1,071		(7)	01/27/2015	Common Stock	1,071	(6)	1,594	D
Stock Option (Right to Buy)	$51.6	06/14/2010		D			5,000	(8)	07/28/2015	Common Stock	5,000	(9)	0.0000	D
Stock Option (Right to Buy)	$11.39	06/14/2010		A		1,458		(7)	07/28/2015	Common Stock	1,458	(9)	1,458	D
Stock Option (Right to Buy)	$55.82	06/14/2010		D			6,500	(10)	01/26/2016	Common Stock	6,500	(11)	0.0000	D
Stock Option (Right to Buy)	$11.39	06/14/2010		A		1,928		(7)	01/26/2016	Common Stock	1,928	(11)	1,928	D
Stock Option (Right to Buy)	$11.39	06/14/2010		A		2,618		(1)	01/25/2017	Common Stock	2,618	(12)	2,618	D
Stock Option (Right to Buy)	$45.41	06/14/2010		D			6,500	01/25/2008	01/25/2017	Common Stock	6,500	(12)	0.0000	D
Stock Option (Right to Buy)	$21.5	06/14/2010		D			100,000	(13)	01/31/2018	Common Stock	100,000	(14)	0.0000	D
Stock Option (Right to Buy)	$11.39	06/14/2010		A		85,099		(7)	01/31/2018	Common Stock	85,099	(14)	85,099	D

Explanation of Responses:

1. These options vest 6 months from the grant date (December 14, 2010).

2. On June 14, 2010, the issuer cancelled, pursuant to the issuer's option exchange program, an option granted to Mr. Heleen on September 25, 2001 for 1,500 shares at $26.6466. In exchange, Mr. Heleen received the option reported herein.

3. On June 14, 2010, the issuer cancelled, pursuant to the issuer's option exchange program, an option granted to Mr. Heleen on January 28, 2003 for 6,000 shares at $35.20. In exchange, Mr. Heleen received the options reported herein.

4. On June 14, 2010, the issuer cancelled, pursuant to the issuer's option exchange program, an option granted to Mr. Heleen on January 29, 2004 for 6,500 shares at $37.87. In exchange, Mr. Heleen received the options reported herein.

5. These options become exercisable upon the Company's common stock having a closing price on the New York Stock Exchange of $60.90, for five trading days, they also become exercisable on the eighth anniversary of the grant (January 27, 2013), but no sooner than one year from the grant date.

6. On June 14, 2010, the issuer cancelled, pursuant to the issuer's option exchange program, an option granted to Mr. Heleen on January 27, 2005 for 6,000 shares at $50.75. In exchange, Mr. Heleen received the options reported herein.

7. One half of these options vest on the one year anniversary of the grant date (June 14, 2011) and one half of these options vest on the second anniversary of the grant date (June 14, 2012).

8. These options become exercisable upon the Company's common stock having a closing price on the New York Stock Exchange of $61.92, for five trading days, they also become exercisable on the eighth anniversary of the grant (July 28, 2013), but no sooner than one year from the grant date.

9. On June 14, 2010, the issuer cancelled, pursuant to the issuer's option exchange program, an option granted to Mr. Heleen on July 28, 2005 for 5,000 shares at $51.60. In exchange, Mr. Heleen received the option reported herein.

10. These options become exercisable upon the Company's common stock having a closing price on the New York Stock Exchange of $66.98, for five trading days, they also become exercisable on the eighth anniversary of the grant (January 26, 2014), but no sooner than one year from the grant date.

11. On June 14, 2010, the issuer cancelled, pursuant to the issuer's option exchange program, an option granted to Mr. Heleen on January 26, 2006 for 6,500 shares at $55.82. In exchange, Mr. Heleen received the option reported herein.

12. On June 14, 2010, the issuer cancelled, pursuant to the issuer's option exchange program, an option granted to Mr. Heleen on January 25, 2007 for 6,500 shares at $45.41. In exchange, Mr. Heleen received the option reported herein.

13. Fifty percent of these options become exercisable upon the Company's common stock having a closing price on the New York Stock Exchange of $25.80, for five trading days, but no sooner than January 31, 2009; 50 percent of these options become exercisable upon the Company's common stock having a closing price on the New York Stock Exchange of $30.10, for five trading days, but no sooner than January 31, 2010; they also become exercisable on the eight anniversary of the grant (January 31, 2016).

14. On June 14, 2010, the issuer cancelled, pursuant to the issuer's option exchange program, an option granted to Mr. Heleen on January 31, 2008 for 100,000 shares at $21.50. In exchange, Mr. Heleen received the option reported herein.

Remarks:

	By: Carol R. Rakatansky (POA)	06/16/2010
	** Signature of Reporting Person	Date
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