Walker & Dunlop, Inc. — Director's Dealing 2013

Apr 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Walker & Dunlop, Inc. (WD)
CIK: 0001497770
Period of Report: 2013-04-01

Reporting Person: Smith Howard W III (Director, EVP & Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-04-01	Common Stock	A	5546	—	Acquired	1138807	Direct
2013-04-02	Common Stock	S	10000	$18.10	Disposed	1128807	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-04-01	Stock Options (right to buy)	$18.03	A	51216	Acquired	2023-04-01	Common Stock (51216)	Direct

Footnotes

F1: Walker & Dunlop, Inc. (the "Company") granted these shares of restricted common stock to the reporting person, vesting ratably in three annual installments, approximately 1/3 on each anniversary date of grant over the next three years, under the Company's 2010 Equity Incentive Plan, as amended.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 30, 2012.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.10 to $18.15, inclusive. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote 3.

F4: The stock options were granted pursuant to the Company's 2010 Equity Incentive Plan, as amended. The stock options vest ratably in three annual installments, approximately 1/3 on each anniversary date of grant over the next three years. The Company's compensation committee of the board of directors granted to the reporting person stock options with an aggregate value of $400,000, with the number of such options to be determined based on the closing price of the Company's common stock on April 1, 2013. Because the Black-Scholes value of the stock options as of April 1, 2013 is not yet determinable, the number of stock options set forth herein is only an estimate. The final number of stock options will be reflected in a subsequent Form 4/A to be filed once the Black-Scholes value is determined.