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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-15	Common Stock	A	5865	$0.00	Acquired	1046052	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-15	Stock Options (right to buy)	$17.05	A	62992	Acquired	2024-02-15	Common Stock (62992)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1724	Indirect
Common Stock	1724	Indirect
Common Stock	1724	Indirect
Common Stock	1724	Indirect
Common Stock	1724	Indirect

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 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.