Walker & Dunlop, Inc. — Director's Dealing 2014

Feb 19, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Walker & Dunlop, Inc. (WD)
CIK: 0001497770
Period of Report: 2014-02-15

Reporting Person: Warner Richard C (EVP & Chief Credit Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-15	Common Stock	A	11730	$0.00	Acquired	75284	Direct
2014-02-15	Common Stock	A	13196	$0.00	Acquired	38716	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-15	Stock Options (right to buy)	$17.05	A	31496	Acquired	2024-02-15	Common Stock (31496)	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 Company granted these shares of restricted common stock to the reporting person's spouse, an employee of the Company, 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.

F3: The stock options were granted pursuant to the 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.