Sec Form 4 Filing - Thome Paul F @ SLM CORP - 2017-02-03

FORM 4 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Thome Paul F 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 & Chief Admin Officer (Last) (First) (Middle) 300 CONTINENTAL DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 02/03/2017 (Street) NEWARK, DE19713 4. If Amendment, Date Original Filed (MM/DD/YY) 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 02/03/2017 M 25,363 ( 1 ) A $ 5.7343 241,908 D Common Stock 02/03/2017 F 16,446 ( 2 ) D $ 11.94 225,462 D Common Stock 02/04/2017 F 2,992 ( 3 ) D $ 12.04 222,470 D Common Stock 02/04/2017 F 527 ( 4 ) D $ 12.04 221,943 D Common Stock 40,844.207 ( 5 ) I 401(k) Savings Plan Common Stock 23,847.021 ( 5 ) I Supplemental 401(k) Savings Plan

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 Stock Options (Right to Buy) $ 5.7343 02/03/2017 M 25,363 ( 1 ) 02/03/2015 02/03/2017 Common Stock 25,363 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Thome Paul F 300 CONTINENTAL DRIVE NEWARK, DE19713 EVP & Chief Admin Officer Signatures /s/ Nicolas Jafarieh (POA) for Paul F. Thome 02/07/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Stock options exercised by the reporting person in advance of pending expiration of options. ( 2 )Represents shares withheld by the Company to satisfy the exercise price of the option, and to satisfy the reporting person's tax withholding obligations upon the exercise of the option. ( 3 )On February 4, 2014, Mr. Thome was awarded 9,888 Restricted Stock Units ("RSUs") representing rights to receive shares of common stock of SLM Corporation (the "Company") that were subsequently adjusted in the spin-off of Navient to reflect 27,734 RSUs outstanding and an additional 58 RSUs attributable to dividends. On February 4, 2017, 9,245 shares of such RSUs vested, of which 2,992 shares of the Company common stock were withheld to satisfy Mr. Thome's tax withholding obligations. ( 4 )On February 4, 2014, a portion of Mr. Thome's 2013 Management Incentive Plan award was deferred in the form of vested Restricted Stock Units ("RSUs") and Mr. Thome was granted 4,841 RSUs that carry transfer restrictions that lapse in one-third increments on February 4, 2015, 2016 and 2017. Mr. Thome subsequently received an additional 28 RSUs relating to the original RSU grant and vesting on the same schedule. These additional RSUs were attributable to dividends paid by the Company prior to the separation of Navient. On February 4, 2017, the restrictions lapsed on 1,624 RSUs, and 527 shares of the Company common stock were withheld to satisfy Mr. Thome's tax withholding obligations. ( 5 )Represents the number of units held in a unitized stock fund in the Sallie Mae 401(k) Savings Plan and the Sallie Mae Supplemental 401(k) Savings Plan as of January 23, 2017.

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.