1. Name and Address of Reporting Person
Levine, Robert R.
11600 Sallie Mae Drive
Reston, VA 20193
2. Issuer Name and Ticker or Trading Symbol
SLM Corporation (SLM)
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Day/Year
02/20/2003
5. If Amendment, Date of Original (Month/Day/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
( ) Director ( ) 10% Owner
(X) Officer (give title below) ( ) Other (specify below)
Executive Vice President
7. 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 |2. Trans- |2A.Execu- |3. Trans-|4. Securities Acquired (A)|5. Amount of |6. Owner- |7. Nature |
| | action | action | action| or Disposed of (D) |Securities | ship | of In- |
| | Date | Date | Code | |Beneficially | Form: | direct |
| | | | | |Owned | Direct | Bene- |
| | (Month/ | (Month/ | | |Following | (D) or | ficial |
| | Day/ | Day/ +-----+---+-----------+---+----------+Reported | Indirect| Owner- |
| | Year) | Year) |Code |V |Amount |A/D|Price |Transaction(s)| (I) | ship |
+------------------------------+----------+----------+-----+---+-----------+---+----------+--------------+-----------+------------+
Common Stock 02/20/2003 02/20/2003 M 125000 A $60.5000 D
Common Stock 02/20/2003 02/20/2003 M 7623 A $39.3393 D
Common Stock 02/20/2003 02/20/2003 M 2325 A $43.0000 D
Common Stock 02/20/2003 02/20/2003 M 1162 A $86.0000 D
Common Stock 02/20/2003 02/20/2003 F -88079 D $107.0000 D
Common Stock 02/20/2003 02/20/2003 F -5558 D $107.9200 D
Common Stock 02/20/2003 02/20/2003 S -5042 D $107.0000 D
Common Stock 02/20/2003 02/20/2003 S -1178 D $107.3500 137352 D
Common Stock 0 I By Thrift and
Savings Plan
Common Stock 3975.52 I By 401K Plan
TABLE II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
+----------+--------+-------+-------+---------+-----------+---------------------+----------------+----------+-------+-------+------+
|1. |2. |3. |3A. |4. |5. |6. |7. |8. |9. |10. |11. |
| | | | | | | | | |Number |Owner- | |
| | | | | | | | | |of |ship | |
| | | | | | | | | |Deriv- |Form of| |
| | | | | | | |Title and Amount| |ative |Deriv- | |
| | | | | | | |of Underlying | |Secur- |ative |Nature|
| |Conver- |Trans- |Execu- | |Number of | |Securities | |ities |Secur- |of |
| |sion or |action |tion | |Derivative |Date Exercisable +-------+--------+ |Benefi-|ity: |In- |
| |Exercise|Date |Date | |Securities |and Expiration Date | |Amount | |cially |Direct |direct|
| |Price of| | |Transac- |Acquired(A)|(Month/Day/Year) | |or | |Owned |(D) or |Bene- |
|Title of |Deriv- |(Month/|(Month/|tion Code|Disposed(D)+----------+----------+ |Number |Price of | |In- |ficial|
|Derivative|ative | Day/ | Day/ +------+--+-----+-----+Date Exer-|Expira- | |of |Derivative| |direct |Owner-|
|Security |Security|Year) |Year) |Code |V |(A) |(D) |cisable |tion Date |Title |Shares |Security | |(I) |ship |
+----------+--------+-------+-------+------+--+-----+-----+----------+----------+-------+--------+----------+-------+-------+------+
Stock $60.5 02/20/2 02/20/2 M 12500 01/15/2011 Common 125000 $60.5000 0 D
Options 003 003 0 Stock
(Right to
buy)
Stock $39.3393 02/20/2 02/20/2 M 7623 08/13/2007 Common 7623 $39.3393 0 D
Option 003 003 Stock
(Right to
buy)
Stock $43 02/20/2 02/20/2 M 2325 01/13/2010 Common 2325 $43.0000 0 D
Option 003 003 Stock
(Right to
buy)
Stock $86 02/20/2 02/20/2 M 1162 01/24/2012 Common 1162 $86.0000 73838 D
Option 003 003 Stock
(Right to
buy)
Stock $107.5 02/20/2 02/20/2 A 69745 02/20/2004 01/15/2011 Common 69745 $107.5000 69745 D
Option 003 003 Stock
(Right to
buy)
Explanation of Responses:
These options become exercisable upon the Company's common stock having a
closing price on the New York Stock Exchange of $72.60, for five trading days,
they also become exercisable on the fifth anniversary of the grant (January 15,
2006), but no sooner than one year for the grant date.
The options become exercisable in increments of one-third upon the Company's
common stock having a closing price on the New York Stock Exchange of $42.86,
$57.15 and $71.43, respectively, for five trading days, they also become
exercisable on the eighth anniversary of their grant (August 13, 2005) subject
to the reporting person's continued service with the Company.
These options become exercisible upon the Company's common stock having a
closing price on the New York Stock Exchange of $51.60, for five days, they also
become exercisible on the fifth anniversary of the grant (January 13, 2005), but
no sooner than one year from the grant date.
These options become exercisable upon the Company's common stock having a
closing price on the New York Stock Exchange of $103.20, for five trading days,
they also become exercisable on the eighth anniversary of the grant (January 24,
2010), but no sooner than one year from the grant date.
SIGNATURE OF REPORTING PERSON
/s/ Mary F. Eure (POA)
DATE
02/24/2003
