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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 		 
OMB APPROVAL
OMB Number: 3235-0287
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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*
KELER MARIANNE M
(Last) (First) (Middle)
300 CONTINENTAL DRIVE
(Street)
NEWARK DE 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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/20/2019
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
Common Stock 06/20/2019 A 10,799(1) A $0.00 85,791(2) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The reporting person received shares of restricted common stock, issued pursuant to the terms of the SLM Corporation 2012 Omnibus Incentive Plan - 2019 Independent Director Restricted Stock Agreement (the "2019 Agreement") in partial payment of the annual retainer to independent directors. The restricted common stock award is subject to vesting upon the terms set forth in the 2019 Agreement.
2. Includes Dividend Equivalent units in connection with restricted common stock granted under the SLM Corporation 2012 Omnibus Incentive Plan.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Jeffrey Lipschutz (POA) for Marianne M. Keler 06/24/2019
** 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.
Exhibit A
Marianne M. Keler
Power of Attorney

POWER OF ATTORNEY:

EXHIBIT 24 - POWER OF ATTORNEY
LIMITED POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS

1.	The undersigned hereby makes, constitutes and appoints each of Nicolas
Jafarieh, Jeffrey Lipschutz,Richard Nelson,Michael Sheehan and Paul Van Hook 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 Corporations 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-facts
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 Corporations 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 6th day of September 2018.

Signature:  /s/ Marianne M. Keler
            Marianne M. Keler