Walker & Dunlop, Inc. — Director's Dealing 2017

Feb 17, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Walker & Dunlop, Inc. (WD)
CIK: 0001497770
Period of Report: 2017-02-15

Reporting Person: Smith Howard W III (Director, President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-15	Common Stock	A	9417	—	Acquired	821808	Direct
2017-02-15	Common Stock	A	55655	—	Acquired	877463	Direct
2017-02-15	Common Stock	F	31172	$39.82	Disposed	846291	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-15	Stock Options (right to buy)	$39.82	A	33377	Acquired	2027-02-15	Common Stock (33377)	Direct
2017-02-16	Deferred Stock Units	$	A	10101	Acquired		Common Stock (10101)	Direct
2017-02-16	Restricted Stock Units	$	A	5050	Acquired		Common Stock (5050)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4764	Indirect
Common Stock	4764	Indirect
Common Stock	4560	Indirect
Common Stock	4764	Indirect
Common Stock	4422	Indirect

Footnotes

F1: The restricted stock vests in three equal annual installments beginning on the first anniversary of the grant date.

F2: On March 28, 2014, the reporting person was granted an award of performance share units, which vest in the form of common stock if certain pre-established performance goals underlying the award are met over the course of a three-year period. On February 15, 2017, the Compensation Committee of the Issuer's Board of Directors determined that the performance goals had been met, resulting in the vesting of these shares.

F3: The stock options vest in three equal annual installments beginning on the first anniversary of the grant date.

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

F5: The deferred stock units are fully vested and will be settled in shares of the Issuer's common stock either (i) on a date selected by the reporting person pursuant to the Issuer's Management Deferred Stock Unit Purchase Plan, as amended (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 Issuer.

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