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: Walker William M (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-15	Common Stock	A	13937	—	Acquired	1362280	Direct
2017-02-15	Common Stock	A	166971	—	Acquired	1529251	Direct
2017-02-15	Common Stock	F	85585	$39.82	Disposed	1443666	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	48064	Acquired	2027-02-15	Common Stock (48064)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3365	Indirect
Common Stock	3365	Indirect
Common Stock	3365	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.