SEC Form 4 · accession 0001127602-17-004412
SLM Corp · SLM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul F Thome
Officer — EVP & Chief Admin Officer
Period of report
Feb 3, 2017
Accepted (ET)
Feb 7, 2017 · 6:05 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001032033
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 3, 2017 | M | 25,363 | $5.7343 | A | 241,908 | D | |
| Common StockF2 | Feb 3, 2017 | F | 16,446 | $11.94 | D | 225,462 | D | |
| Common StockF3 | Feb 4, 2017 | F | 2,992 | $12.04 | D | 222,470 | D | |
| Common StockF4 | Feb 4, 2017 | F | 527 | $12.04 | D | 221,943 | D | |
| Common StockF5 | holding | — | — | — | 40,844 | I | 401(k) Savings Plan | |
| Common StockF5 | holding | — | — | — | 23,847 | I | Supplemental 401(k) Savings Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (Right to Buy)F1 | $5.7343 | Feb 3, 2017 | M | 25,363 | D | Feb 3, 2015 | Feb 3, 2017 | Common Stock | 25,363 | 0 | D |
Explanation of responses
- F1Stock options exercised by the reporting person in advance of pending expiration of options.
- F2Represents shares withheld by the Company to satisfy the exercise price of the option, and to satisfy the reporting person's tax withholding obligations upon the exercise of the option.
- F3On February 4, 2014, Mr. Thome was awarded 9,888 Restricted Stock Units ("RSUs") representing rights to receive shares of common stock of SLM Corporation (the "Company") that were subsequently adjusted in the spin-off of Navient to reflect 27,734 RSUs outstanding and an additional 58 RSUs attributable to dividends. On February 4, 2017, 9,245 shares of such RSUs vested, of which 2,992 shares of the Company common stock were withheld to satisfy Mr. Thome's tax withholding obligations.
- F4On February 4, 2014, a portion of Mr. Thome's 2013 Management Incentive Plan award was deferred in the form of vested Restricted Stock Units ("RSUs") and Mr. Thome was granted 4,841 RSUs that carry transfer restrictions that lapse in one-third increments on February 4, 2015, 2016 and 2017. Mr. Thome subsequently received an additional 28 RSUs relating to the original RSU grant and vesting on the same schedule. These additional RSUs were attributable to dividends paid by the Company prior to the separation of Navient. On February 4, 2017, the restrictions lapsed on 1,624 RSUs, and 527 shares of the Company common stock were withheld to satisfy Mr. Thome's tax withholding obligations.
- F5Represents the number of units held in a unitized stock fund in the Sallie Mae 401(k) Savings Plan and the Sallie Mae Supplemental 401(k) Savings Plan as of January 23, 2017.