SEC Form 4
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*

(Last) (First) (Middle)


(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
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
3. Date of Earliest Transaction (Month/Day/Year)
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 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 (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. 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.
Exhibit 24 - Power or Attorney
/s/ Eric Watson (POA) for John F. Remondi 04/23/2014
** 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).
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.