SLM (SLM) Form 4 SLM / Steven McGarry ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

McGarry Steven

(Last) (First) (Middle)

300 CONTINENTAL DRIVE

(Street)

NEWARK DE 19713

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. 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 (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	01/28/2022		F		2,756(1)	D	$18	320,352.4793(2)	D
Common Stock	01/28/2022		F		2,058(3)	D	$18	318,294.4793(2)	D
Common Stock	01/30/2022		F		2,703(4)	D	$18	315,591.4793(2)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

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, 2022, 9,927 shares vested in connection with these RSUs, of which 2,756 shares were withheld by the Company to satisfy the reporting person's tax withholding obligations.

2. Includes Dividend Equivalent Units issued in connection with RSUs held by the Reporting Person.

3. On January 28, 2019, the reporting person was granted RSUs representing rights to receive shares of Common Stock of the Company, subject to transfer restrictions that lapse in one-third increments on January 28, 2020, 2021 and 2022. On January 28, 2022, the transfer restrictions lapsed in connection with 7,337 of these RSUs, of which 2,058 shares were withheld by the Company to satisfy the reporting person's tax withholding obligations.

4. On January 30, 2020, the reporting person was granted RSUs representing rights to receive shares of Common Stock of the Company, subject to vesting conditions, to vest in one-third increments on January 30, 2021, 2022, and 2023. On January 30, 2022, 9,671 shares vested in connection with these RSUs, of which 2,703 shares were withheld by the Company to satisfy the reporting person's tax withholding obligations.

Remarks:

	/s/ Jeffrey Lipschutz (POA) for Steven J. McGarry	02/01/2022
	** Signature of Reporting Person	Date
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).
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