This Amendment No. 3 (Amendment No. 3) amends and supplements
the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the SEC) by SLM Corporation, a Delaware corporation (the Company), on February 2, 2021, as amended by
Amendment No. 1 (Amendment No. 1), filed with the SEC on February 25, 2021, and Amendment No. 2 (Amendment No. 2), filed with the SEC on March 11, 2021 (as amended, the
Schedule TO), in connection with the offer by the Company to purchase for cash up to $1,000,000,000 in value of shares of its common stock, par value $0.20 per share (the Common Stock).
The Companys offer (the Offer), which expired at 12:00 midnight, New York City time, at the end of the day on
March 10, 2021, was made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 2, 2021, and previously filed as Exhibit (a)(1)(i) to the Schedule TO (the Original Offer to
Purchase) as amended and supplemented by Amendment No. 1, Amendment No. 2 and the Supplement to Offer to Purchase, dated February 25, 2021 and filed as Exhibit (a)(1)(vii) to the Schedule TO (the
Supplement and, together with the Original Offer to Purchase, the Offer to Purchase), and in the related Amended Letter of Transmittal, dated February 25, 2021, a copy of which was filed as Exhibit
(a)(1)(viii) to the Schedule TO (the Amended Letter of Transmittal, and, together with the Offer to Purchase, the Offer Documents).
This Amendment No. 3 is being filed in accordance with Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended (the
Exchange Act). Except as specifically provided herein, the information contained in the Schedule TO and the Offer to Purchase and the other Offer Documents that constitute part of the Offer remain unchanged. This Amendment
No. 3 should be read in conjunction with the Schedule TO, the Offer to Purchase, the Amended Letter of Transmittal and the other documents that constitute part of the Offer. All capitalized terms used but not otherwise defined in this Amendment
No. 3 have the meanings ascribed to such terms in the Offer to Purchase.
ITEMS 11.
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Additional Information
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Item 11 is hereby amended and supplemented as follows:
On March 15, 2021, SLM Corporation issued a press release announcing the final results of the Offer, which expired at 12:00 midnight, New
York City time, at the end of the day on March 10, 2021. A copy of such press release is filed as Exhibit (a)(5)(iv) to this Schedule TO and is incorporated herein by reference.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following Exhibit:
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(a)(5)(iv)
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Press Release, dated March 15, 2021 (incorporated by reference to Exhibit 99.1 of the Companys
Current Report on Form 8-K filed on March 15, 2021).
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