X0306 4 2017-02-26 0001032033 SLM CORP SLM 0001611857 Rocha Charles P 300 CONTINENTAL DRIVE NEWARK DE 19713 1 EVP & Chief Marketing Officer Common Stock 2017-02-26 4 F 0 9601 11.96 D 266062 D Common Stock 2017-02-26 4 F 0 8404 11.96 D 257658 D On February 26, 2016, Mr. Rocha 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 February 26, 2017, 2018 and 2019. On February 26, 2017, 21,288 shares vested in connection with these RSUs, of which 9,601 shares were withheld by the Company to satisfy the reporting person's tax withholding obligations. The total number of shares of Common Stock is adjusted to correct for a prior administrative error with respect to the number of shares of Common Stock reported to be held by the Reporting Person. On February 26, 2016, a portion of Mr. Rocha's 2015 Management Incentive Plan was granted in the form of RSUs that carry transfer restrictions that lapse in one-third increments on February 26, 2017, 2018 and 2019, regardless of continued employment. On February 26, 2017, the restrictions lapsed on 18,190 RSUs, and 8,404 shares of the Company common stock were withheld to satisfy Mr. Rocha's tax withholding obligations. /s/ Nicolas Jafarieh (POA) for Charles P. Rocha 2017-02-28