Sec Form 4 Filing - McGarry Steven @ SLM Corp - 2021-01-28

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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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)
01/28/2021
(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 01/28/2021F 4,283 ( 1 ) D $ 13.93 315,549.1904 ( 2 ) ( 3 ) D
Common Stock 01/28/2021F 3,170 ( 4 ) D $ 13.93 312,379.1904 ( 2 ) ( 3 ) D
Common Stock 01/30/2021F 4,175 ( 5 ) D $ 13.88 308,204.1904 ( 2 ) ( 3 ) 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
McGarry Steven
300 CONTINENTAL DRIVE
NEWARK, DE19713
EVP & Chief Financial Officer
Signatures
/s/ Jeffrey Lipschutz (POA) for Steven J. McGarry02/01/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )On January 28, 2019, 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 28, 2020, 2021, and 2022. On January 28, 2021, 9,821 shares vested in connection with these RSUs, of which 4,283 shares were withheld by the Company to satisfy the reporting person's tax withholding obligations.
( 2 )Includes Dividend Equivalent Units in connection with RSUs granted under the SLM Corporation 2012 Omnibus Incentive Plan.
( 3 )Includes shares of Common Stock acquired under a dividend reinvestment plan.
( 4 )On January 28, 2019, 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 28, 2020, 2021 and 2022. On January 28, 2021, the transfer restrictions lapsed in connection with 7,258 of these RSUs, of which 3,170 shares were withheld by the Company to satisfy the reporting person's tax withholding obligations.
( 5 )On January 30, 2020, 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 30, 2021, 2022, and 2023. On January 30, 2021, 9,565 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.

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.
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