Sec Form 4/A Filing - REMONDI JOHN F @ SLM CORP - 2014-04-21

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person REMONDI JOHN F 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 X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 300 CONTINENTAL DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 04/21/2014 (Street) NEWARK, DE19713 4. If Amendment, Date Original Filed (MM/DD/YY) 04/23/2014 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 04/21/2014 D 197,114.3509 ( 1 ) D $ 0 677,779.2998 ( 2 ) D Common Stock 04/21/2014 A 99,626 ( 1 ) A $ 0 777,405.2998 D Common Stock 04/21/2014 A 90,052 ( 1 ) A $ 0 867,457.2998 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other REMONDI JOHN F 300 CONTINENTAL DRIVE NEWARK, DE19713 X President & CEO Signatures /s/ Laurent C. Lutz (POA) for John F. Remondi 04/24/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the disposition of SLM Corporation ("SLM") performance share units ("PSUs") granted in 2012 (93,808) and 2013 (94,201) and related dividend equivalent rights (9,105.3509) 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 SLM restricted stock units ("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 (99,626 RSUs for 2012 PSU performance and 90,052 RSUs for 2013 PSU performance). All RSUs will vest at the end of the original performance period for the PSUs they replace, subject to continued employment by the reporting person as required under the original PSUs. ( 2 )Dividend equivalent rights issued on RSUs and PSUs are included in Mr. Remondi's common stock holding balance.

Remarks: This amendment is being filed to correct an inadvertent administrative error regarding the power of attorney for the reporting person.

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).

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