Walker & Dunlop, Inc. — Director's Dealing 2018

Feb 16, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Walker & Dunlop, Inc. (WD)
CIK: 0001497770
Period of Report: 2018-02-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-14	Common Stock	A	12359	—	Acquired	840535	Direct
2018-02-14	Common Stock	S	75000	$50.41	Disposed	765535	Direct
2018-02-15	Common Stock	F	3271	$51.42	Disposed	762264	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-14	Deferred Stock Units	$	A	11586	Acquired		Common Stock (11586)	Direct
2018-02-14	Restricted Stock Units	$	A	4943	Acquired		Common Stock (4943)	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 February 15, 2019.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 10, 2017.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.00 to $50.81. The reporting person undertakes to provide Walker & Dunlop, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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 March 15 in the third calendar year following the grant date, subject to vesting acceleration pursuant to the Plan.