Walker & Dunlop, Inc. — Director's Dealing 2015

Feb 18, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Walker & Dunlop, Inc. (WD)
CIK: 0001497770
Period of Report: 2015-02-15

Reporting Person: THEOBALD STEPHEN P (EVP, CFO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-15	Common Stock	A	17943	—	Acquired	73363	Direct
2015-02-15	Common Stock	F	1420	$16.72	Disposed	71943	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-15	Stock Options (right to buy)	$16.72	A	16949	Acquired	2025-02-15	Common Stock (16949)	Direct
2015-02-15	Deferred Stock Units	$	A	8970	Acquired		Common Stock (8970)	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: Represents shares of common stock withheld pursuant to the Walker & Dunlop, Inc. 2010 Equity Incentive Plan, as amended to satisfy Mr. Theobald's tax obligation upon the vesting of restricted stock on February 15, 2015.

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.

F4: Each deferred stock unit represents the right to receive one share of common stock of the Company.

F5: The deferred stock units vest 5,980 units on the grant date, February 15, 2015, and 2,990 units on the three-year anniversary of the grant date, February 15, 2018, subject to vesting acceleration pursuant to the Company's Management Stock Purchase Plan (the "Plan"). The deferred stock units will be settled in shares of the Company's common stock either (i) on a date selected by the reporting person pursuant to the Plan, or (ii) as otherwise provided in the Plan.