Sec Form 4 Filing - McGarry Steven @ SLM Corp - 2019-01-26

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
McGarry Steven
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 Financial Officer
(Last) (First) (Middle)
300 CONTINENTAL DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
01/26/2019
(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 01/26/2019 F 3,827 ( 1 ) D $ 11.02 239,507 D
Common Stock 01/26/2019 F 1,493 ( 2 ) D $ 11.02 238,014 D
Common Stock 01/27/2019 F 4,175 ( 3 ) D $ 11.02 233,839 D
Common Stock 01/27/2019 F 2,161 ( 4 ) D $ 11.02 231,678 D
Common Stock 2,141.996 ( 5 ) I 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McGarry Steven
300 CONTINENTAL DRIVE
NEWARK, DE19713
EVP & Chief Financial Officer
Signatures
/s/ Jeffrey Lipschutz (POA) for Steven J. McGarry 01/29/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On January 26, 2018, the reporting person was granted restricted stock units ("RSUs") representing rights to receive shares of common stock of SLM Corporation (the "Company"), subject to vesting conditions, to vest in one-third increments on January 26, 2019, 2020 and 2021. On January 26, 2019, 13,401 shares vested in connection with these RSUs, of which 3,827 shares were withheld by the Company to satisfy the reporting person's tax withholding obligations.
( 2 )On January 26, 2018, the reporting person was granted restricted stock units ("RSUs") representing rights to receive shares of common stock of SLM Corporation (the "Company"), subject to transfer restrictions that lapse in one-third increments on January 26, 2019, 2020 and 2021. On January 26, 2019, the transfer restrictions lapsed in connection with 5,240 of these RSUs, of which 1,493 shares were withheld by the Company to satisfy the reporting person's tax withholding obligations.
( 3 )On January 27, 2017, the reporting person was granted restricted stock units ("RSUs") representing rights to receive shares of common stock of SLM Corporation (the "Company"), subject to vesting conditions, to vest in one-third increments on January 27, 2018, 2019 and 2020. On January 27, 2019, 13,260 shares vested in connection with these RSUs, of which 4,175 shares were withheld by the Company to satisfy the reporting person's tax withholding obligations.
( 4 )On January 27, 2017, the reporting person was granted restricted stock units ("RSUs") representing rights to receive shares of common stock of SLM Corporation (the "Company"), subject to transfer restrictions that lapse in one-third increments on January 27, 2018, 2019 and 2020. On January 27, 2019, the transfer restrictions lapsed in connection with 4,970 of these RSUs, of which 2,161 shares were withheld by the Company to satisfy the reporting person's tax withholding obligations.
( 5 )Represents the number of units held in a unitized stock fund in the Sallie Mae 401(k) Savings Plan as of January 17, 2019.

Remarks:
EXHIBIT 24 - POWER OF ATTORNEY

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