Statement of Changes in Beneficial Ownership (4)
February 22 2023 - 04:19PM
Edgar (US Regulatory)
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FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
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|
| 1. Name
and Address of Reporting Person * Witter
Jonathan W. |
2. Issuer Name and Ticker or Trading
Symbol SLM Corp [ SLM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
CEO |
|
(Last)
(First)
(Middle)
300 CONTINENTAL DRIVE |
3. Date of Earliest Transaction (MM/DD/YYYY)
2/17/2023
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|
(Street)
NEWARK, DE 19713
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
2/17/2023 |
|
A |
|
198677 (1) |
A |
$0 |
1235148.82 (2) |
D |
|
|
Common Stock |
2/18/2023 |
|
F |
|
21391 (3) |
D |
$14.57 |
1213757.82 (2) |
D |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
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1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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) |
A long-term incentive award
of restricted stock units ("RSUs") under the SLM Corporation 2021
Omnibus Incentive Plan, which is classified as "Common Stock," as
permitted, since the RSUs will be settled solely by delivery of
shares of SLM Corporation (the "Company") Common Stock. Subject to
continuing employment, these RSUs vest in one-third increments on
February 17, 2024, 2025, and 2026. |
| (2) |
Includes Dividend Equivalent
Units in connection with RSUs held by the reporting
person. |
| (3) |
On February 18, 2022, the
reporting person was granted RSUs representing rights to receive
shares of Common Stock of the Company, subject to vesting
conditions, to vest in one-third increments on February 18, 2023,
2024, and 2025. On February 18, 2023, 42,694 shares vested in
connection with these RSUs, of which 21,391 shares were withheld by
the Company to satisfy the reporting person's tax withholding
obligations. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Witter Jonathan W.
300 CONTINENTAL DRIVE
NEWARK, DE 19713 |
X |
|
CEO |
|
Signatures
|
|
/s/ Jeffrey Lipschutz (POA) for Jonathan W.
Witter |
|
2/22/2023 |
| **Signature of
Reporting Person |
Date |
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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 control number. |
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