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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| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SLM CORP
[ SLM ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
| Executive Vice President |
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3. Date of Earliest Transaction
(Month/Day/Year)
12/17/2004
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| 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)
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|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Phantom Stock Units |
$0.0000
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12/17/2004 |
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A |
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66.16 |
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Common Stock |
66.16 |
$53.32
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3,716.18 |
D |
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| Explanation of Responses: |
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| Remarks: |
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By: Mary F. Eure (POA) |
12/20/2004 |
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** 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 Marianne
Keler, Mary Eure and David Chianese, each acting individually, as his or her
true and lawful attorney-in-fact, with full power and authority to:
(1) request access codes on Form ID from the United States
Securities and Exchange Commission (the "SEC") and 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
SEC, 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 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, 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. This Limited Power of Attorney shall remain in full force and
effect until 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 30th day of July, 2004.
Signature
_____/s/__Kevin F. Moehn _____________
