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

Jan 8, 2014

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: Walker & Dunlop, Inc. (WD)
CIK: 0001497770
Period of Report: 2013-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-30	Common Stock	G	4310	—	Disposed	1044497	Direct
2013-12-30	Common Stock	G	4310	—	Acquired	4310	Indirect
2013-12-31	Common Stock	G	4310	—	Disposed	1040187	Direct
2013-12-31	Common Stock	G	4310	—	Disposed	0	Indirect

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: Represents the transfer of shares to the reporting person's spouse.

F2: Represents the transfer of 862 shares to (i) each of two of the reporting person's daughters under the Uniform Transfers to Minors Act and (ii) each of the HWS IV 2012 Trust, MHS 2010 Trust, and MMAS 2008 Trust.

F3: Represents the transfer of 862 shares by the reporting person's spouse to (i) each of two of the reporting person's daughters under the Uniform Transfers to Minors Act and (ii) each of the HWS IV 2012 Trust, MHS 2010 Trust, and MMAS 2008 Trust.