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^*

Lutz Laurent Charles

(Last)

(First)

(Middle)

300 CONTINENTAL DRIVE

(Street)

NEWARK

19713

(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 Counsel

3. Date of Earliest Transaction (Month/Day/Year)
04/21/2014

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	03/28/2014		G	V	6,000⁽¹⁾	D	$0	278,576.8032⁽²⁾	D
Common Stock	04/21/2014		D		131,040.0467⁽³⁾	D	$0	147,536.7565	D
Common Stock	04/21/2014		A		61,988⁽³⁾	A	$0	209,524.7565	D
Common Stock	04/21/2014		A		63,804⁽³⁾	A	$0	273,328.7565	D
Common Stock	04/21/2014		A		222,179⁽⁴⁾	A	$0	495,507.7565	D

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)

Explanation of Responses:

1. Represents a gift for the creation of an endowed public interest law fellowship.

2. Dividend equivalent rights issued on restricted stock units ("RSUs") and performance share units ("PSUs") are included in Mr. Lutz's common stock holding balance.

3. Reflects the disposition of SLM Corporation ("SLM") PSUs granted in 2012 (58,369) and 2013 (66,744) and related dividend equivalent rights (5,927.0467) in connection with the pending spin-off of Navient Corporation by SLM (the "Spin-Off"). As previously reported, on February 2, 2012 and February 7, 2013, the reporting person received grants of PSUs, which were classified as "common stock," as permitted, the vesting of which was set to occur after a three-year performance period, with potential payout ranging from 0% to 130% of the target award based on SLM's cumulative "core net income" for the applicable performance period. However, as a result of the pending Spin-Off, on April 21, 2014, such outstanding PSU awards and related dividend equivalent rights were terminated and replaced with a grant of RSUs, the number of which was determined based upon an evaluation by the Compensation Committee of the Board of Directors of SLM's actual and projected performance (determined as if the Spin-Off did not occur) compared to the performance goals previously established (61,988 RSUs for 2012 PSU performance and 63,804 RSUs for 2013 PSU performance). All RSUs will vest at the end of the original performance period for the PSUs they replace, subject to the terms and conditions of the reporting person's employment agreement.

4. Grant of RSUs under the SLM Corporation 2012 Omnibus Incentive Plan, which is classified as "common stock," as permitted, since the RSUs will be settled solely by delivery of shares of SLM common stock. These RSUs vest on November 30, 2017, subject to the terms and conditions of the reporting person's employment agreement.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Nicolas Jafarieh (POA) for Laurent C. Lutz	04/23/2014
	** 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

1.	The undersigned hereby makes, constitutes and appoints each of Laurent
Lutz, Richard Nelson and Nicolas Jafarieh or each of them acting individually,
as his or her true and lawful attorney-in-fact, with full power and authority
to:
(A)	prepare, execute in the undersigned?s name and on the undersigned?s behalf,
and submit to the United States Securities and Exchange Commission (the ?SEC?)
a Form ID, including amendments thereto, and any other documents necessary or
appropriate to obtain codes and passwords enabling the undersigned  to make
electronic filings with the SEC of the reports required by 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?);
(B)	prepare, execute in the undersigned?s name and on the undersigned?s behalf
and file Forms 3, 4, and 5 (including any amendments thereto) with respect to
the securities and derivative 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
Exchange Act;
(C)	do and perform any and all acts for and on behalf of the undersigned which
may be legally required or desirable in connection with the foregoing,
including, but not limited to, seeking or obtaining 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
(D)	perform any and all other acts which in the discretion of such attorney-
in-fact are legally required or desirable for and on behalf of the undersigned
in connection with the foregoing, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned pursuant to
this Limited Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such attorney-
in-fact?s discretion.
2.	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 personally present, with full power of substitution,
hereby ratifying and confirming all that each such attorney-in-fact of, for
and on behalf of the undersigned, shall heretofore or hereafter 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, nor relieving the undersigned of, any of the undersigned?s
responsibilities to identify, disclose, ensure the proper reporting of and
monitor the reporting of and any potential liability with respect to any
transactions and holdings under Section 16 of the Exchange Act.

3.	This 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.  Upon signing of this Limited Power
of Attorney, the undersigned hereby revokes all previous powers of attorney
granted concerning the subject matter herein.

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney
to be executed as of the 19th day of April, 2014.


                                  Signature:	___/s/__Laurent C. Lutz______