Edgar Filing: HELEEN MARK L

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HELEEN MARK L

2. Issuer Name and Ticker or Trading Symbol
SLM CORP [SLM]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP & General Cousel

(Last)

(First)

(Middle)

12061 BLUEMONT WAY

3. Date of Earliest Transaction (Month/Day/Year)
06/14/2010

(Street)

RESTON, VA 20190

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 11.39

06/14/2010

207

⁽¹⁾

09/25/2011

Common Stock

207

⁽²⁾

207

Stock Option (Right to Buy)

$ 26.6466

06/14/2010

1,500

09/25/2003

09/25/2011

Common Stock

1,500

⁽²⁾

Stock Option (Right to Buy)

$ 11.39

06/14/2010

1,092

⁽¹⁾

01/28/2013

Common Stock

1,092

⁽³⁾

1,092

Stock Option (Right to Buy)

$ 11.39

06/14/2010

1,217

⁽¹⁾

01/28/2013

Common Stock

1,217

⁽³⁾

2,309

Stock Option (Right to Buy)

$ 35.2

06/14/2010

6,000

03/08/2004

01/28/2013

Common Stock

6,000

⁽³⁾

Stock Option (Right to Buy)

$ 11.39

06/14/2010

1,088

⁽¹⁾

01/29/2014

Common Stock

1,088

⁽⁴⁾

1,088

Stock Option (Right to Buy)

$ 11.39

06/14/2010

1,591

⁽¹⁾

01/29/2014

Common Stock

1,591

⁽⁴⁾

2,679

Stock Option (Right to Buy)

$ 37.87

06/14/2010

6,500

01/29/2005

01/29/2014

Common Stock

6,500

⁽⁴⁾

Stock Option (Right to Buy)

$ 50.75

06/14/2010

6,000

⁽⁵⁾

01/27/2015

Common Stock

6,000

⁽⁶⁾

Stock Option (Right to Buy)

$ 11.39

06/14/2010

523

⁽⁷⁾

01/27/2015

Common Stock

523

⁽⁶⁾

523

Stock Option (Right to Buy)

$ 11.39

06/14/2010

1,071

⁽⁷⁾

01/27/2015

Common Stock

1,071

⁽⁶⁾

1,594

Stock Option (Right to Buy)

$ 51.6

06/14/2010

5,000

⁽⁸⁾

07/28/2015

Common Stock

5,000

⁽⁹⁾

Stock Option (Right to Buy)

$ 11.39

06/14/2010

1,458

⁽⁷⁾

07/28/2015

Common Stock

1,458

⁽⁹⁾

1,458

Stock Option (Right to Buy)

$ 55.82

06/14/2010

6,500

⁽¹⁰⁾

01/26/2016

Common Stock

6,500

⁽¹¹⁾

Stock Option (Right to Buy)

$ 11.39

06/14/2010

1,928

⁽⁷⁾

01/26/2016

Common Stock

1,928

⁽¹¹⁾

1,928

Stock Option (Right to Buy)

$ 11.39

06/14/2010

2,618

⁽¹⁾

01/25/2017

Common Stock

2,618

⁽¹²⁾

2,618

Stock Option (Right to Buy)

$ 45.41

06/14/2010

6,500

01/25/2008

01/25/2017

Common Stock

6,500

⁽¹²⁾

Stock Option (Right to Buy)

$ 21.5

06/14/2010

100,000

⁽¹³⁾

01/31/2018

Common Stock

100,000

⁽¹⁴⁾

Stock Option (Right to Buy)

$ 11.39

06/14/2010

85,099

⁽⁷⁾

01/31/2018

Common Stock

85,099

⁽¹⁴⁾

85,099

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HELEEN MARK L 12061 BLUEMONT WAY RESTON, VA 20190			EVP & General Cousel

Signatures

By: Carol R. Rakatansky (POA)		06/16/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These options vest 6 months from the grant date (December 14, 2010).
(2)	On June 14, 2010, the issuer cancelled, pursuant to the issuer's option exchange program, an option granted to Mr. Heleen on September 25, 2001 for 1,500 shares at $26.6466. In exchange, Mr. Heleen received the option reported herein.
(3)	On June 14, 2010, the issuer cancelled, pursuant to the issuer's option exchange program, an option granted to Mr. Heleen on January 28, 2003 for 6,000 shares at $35.20. In exchange, Mr. Heleen received the options reported herein.
(4)	On June 14, 2010, the issuer cancelled, pursuant to the issuer's option exchange program, an option granted to Mr. Heleen on January 29, 2004 for 6,500 shares at $37.87. In exchange, Mr. Heleen received the options reported herein.
(5)	These options become exercisable upon the Company's common stock having a closing price on the New York Stock Exchange of $60.90, for five trading days, they also become exercisable on the eighth anniversary of the grant (January 27, 2013), but no sooner than one year from the grant date.
(6)	On June 14, 2010, the issuer cancelled, pursuant to the issuer's option exchange program, an option granted to Mr. Heleen on January 27, 2005 for 6,000 shares at $50.75. In exchange, Mr. Heleen received the options reported herein.
(7)	One half of these options vest on the one year anniversary of the grant date (June 14, 2011) and one half of these options vest on the second anniversary of the grant date (June 14, 2012).
(8)	These options become exercisable upon the Company's common stock having a closing price on the New York Stock Exchange of $61.92, for five trading days, they also become exercisable on the eighth anniversary of the grant (July 28, 2013), but no sooner than one year from the grant date.
(9)	On June 14, 2010, the issuer cancelled, pursuant to the issuer's option exchange program, an option granted to Mr. Heleen on July 28, 2005 for 5,000 shares at $51.60. In exchange, Mr. Heleen received the option reported herein.
(10)	These options become exercisable upon the Company's common stock having a closing price on the New York Stock Exchange of $66.98, for five trading days, they also become exercisable on the eighth anniversary of the grant (January 26, 2014), but no sooner than one year from the grant date.
(11)	On June 14, 2010, the issuer cancelled, pursuant to the issuer's option exchange program, an option granted to Mr. Heleen on January 26, 2006 for 6,500 shares at $55.82. In exchange, Mr. Heleen received the option reported herein.
(12)	On June 14, 2010, the issuer cancelled, pursuant to the issuer's option exchange program, an option granted to Mr. Heleen on January 25, 2007 for 6,500 shares at $45.41. In exchange, Mr. Heleen received the option reported herein.
(13)	Fifty percent of these options become exercisable upon the Company's common stock having a closing price on the New York Stock Exchange of $25.80, for five trading days, but no sooner than January 31, 2009; 50 percent of these options become exercisable upon the Company's common stock having a closing price on the New York Stock Exchange of $30.10, for five trading days, but no sooner than January 31, 2010; they also become exercisable on the eight anniversary of the grant (January 31, 2016).
(14)	On June 14, 2010, the issuer cancelled, pursuant to the issuer's option exchange program, an option granted to Mr. Heleen on January 31, 2008 for 100,000 shares at $21.50. In exchange, Mr. Heleen received the option reported herein.

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