SEC Form 4 · accession 0001127602-19-009037
SLM Corp · SLM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Raymond J. Quinlan
Officer — Chairman & CEO · Director
Period of report
Feb 26, 2019
Accepted (ET)
Feb 28, 2019 · 7:32 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 26, 2019 | A | 170,167 | $0.00 | A | 1,429,744 | D | |
| Common StockF2 | Feb 26, 2019 | F | 78,186 | $11.15 | D | 1,351,558 | D | |
| Common StockF3 | Feb 26, 2019 | F | 69,498 | $11.15 | D | 1,282,060 | D | |
| Common StockF4 | Feb 26, 2019 | F | 17,025 | $11.15 | D | 1,265,035 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Shares reported in this column represent shares awarded in connection with the vesting of performance stock unit awards ("PSUs"). Such PSUs were subject to vesting based on SLM Corporation's (the "Company") cumulative charge-offs of its private education loans from 2016-2018 that first entered full principal and interest repayment status in the fourth quarter of 2015. On February 26, 2019, the Nominations, Governance, and Compensation Committee certified that the Company achieved the cumulative charge-offs performance goal of 3.90%. Accordingly, the number of PSUs that vested on February 26, 2019 were at 150% of target.
- F2Represents shares of the Company common stock required to be withheld to satisfy the reporting person's tax withholding obligations.
- F3On February 26, 2016, the reporting person was granted restricted stock units ("RSUs") representing rights to receive shares of common stock of the Company, subject to vesting conditions, to vest in one-third increments on February 26, 2017, 2018 and 2019. On February 26, 2019, 151,260 shares vested in connection with these RSUs, of which 69,498 shares were withheld by the Company to satisfy the reporting person's tax withholding obligations.
- F4On February 26, 2016, 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 February 26, 2017, 2018 and 2019. On February 26, 2019, the transfer restrictions lapsed in connection with 37,063 of these RSUs, of which 17,025 shares were withheld by the Company to satisfy the reporting person's tax withholding obligations.