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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-15	Common Stock	A	5981	—	Acquired	1042728	Direct
2015-02-15	Common Stock	F	710	$16.72	Disposed	1042018	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	67797	Acquired	2025-02-15	Common Stock (67797)	Direct
2015-02-15	Deferred Stock Units	$	A	23923	Acquired		Common Stock (23923)	Direct
2015-02-15	Restricted Stock Units	$	A	11961	Acquired		Common Stock (11961)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3304	Indirect
Common Stock	3304	Indirect
Common Stock	3304	Indirect
Common Stock	3304	Indirect
Common Stock	3304	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: Represents shares of common stock withheld pursuant to the Walker & Dunlop, Inc. 2010 Equity Incentive Plan, as amended to satisfy Mr. Smith'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 are fully vested and will be settled in shares of the Company's common stock either (i) on a date selected by the reporting person pursuant to the Company's Management Stock Purchase Plan (the "Plan"), or (ii) as otherwise provided by the Plan.

F6: Each restricted stock unit represents the right to receive one share of common stock of the Company.

F7: The restricted stock units vest and will be settled in shares of the Company's common stock on the three-year anniversary of the grant date, March 15, 2018, subject to vesting acceleration pursuant to the Plan.