SEC Form 4 · accession 0001127602-17-004416

SLM Corp · SLM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On February 4, 2014, Mr. Lutz was awarded 54,556 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 153,019 RSUs outstanding and an additional 318 RSUs attributable to dividends. On February 4, 2017, 51,007 shares of such RSUs vested, and 18,196 shares of the Company common stock were withheld to satisfy Mr. Lutz's tax withholding obligations.
• F2On February 4, 2014, a portion of Mr. Lutz's 2013 Management Incentive Plan Award was deferred in the form of vested Restricted Stock Units ("RSUs") and Mr. Lutz was granted 15,756 RSUs that carry transfer restrictions that lapse in one-third increments on February 4, 2015, 2016 and 2017. Mr. Lutz subsequently received an additional 92 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 Corporation ("Navient"). On April 30, 2014, the February 4, 2014 award was adjusted in the spin-off of Navient to reflect 15,848 RSUs outstanding. On February 4, 2017, the restrictions lapsed on 5,284 RSUs, and 1,862 shares of the Company common stock were withheld to satisfy Mr. Lutz's tax withholding obligations.