Howard W. Smith III - Feb 15, 2022 Form 4 Insider Report for Walker & Dunlop, Inc. (WD)

Role: President, Director
Signature: /s/ Daniel J. Groman, Attorney-in-fact
Stock symbol: WD
Transactions as of: Feb 15, 2022
Transactions value $: -$2,880,248
Form type: 4
Date filed: 2/17/2022, 03:31 PM
Previous filing: Dec 1, 2021
Next filing: Mar 14, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WD	Common Stock	Award	$0	+36.5K	+24.56%	$0.00	185K	Feb 15, 2022	Direct	F1
transaction	WD	Common Stock	Award	$0	+5.82K	+3.14%	$0.00	191K	Feb 15, 2022	Direct	F2
transaction	WD	Common Stock	Tax liability	-$2.3M	-16.5K	-8.62%	$139.75	175K	Feb 15, 2022	Direct
transaction	WD	Common Stock	Tax liability	-$578K	-4.14K	-2.37%	$139.75	170K	Feb 15, 2022	Direct
holding	WD	Common Stock						312K	Feb 15, 2022	The HIII 2011 Trust
holding	WD	Common Stock						4.76K	Feb 15, 2022	As Custodian for Daughter 1
holding	WD	Common Stock						4.76K	Feb 15, 2022	By ADS 2015 Trust
holding	WD	Common Stock						4.56K	Feb 15, 2022	By HWS IV 2012 Trust
holding	WD	Common Stock						4.76K	Feb 15, 2022	By MHS 2010 Trust
holding	WD	Common Stock						4.42K	Feb 15, 2022	By MMAS 2008 Trust

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	WD	Deferred Stock Units	Award	$0	+2.45K		$0.00	2.45K	Feb 15, 2022	Common Stock	2.45K		Direct	F3, F4
transaction	WD	Restricted Stock Units	Award	$0	+1.23K		$0.00	1.23K	Feb 15, 2022	Common Stock	1.23K		Direct	F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On April 2, 2019, 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, 2022, the Compensation Committee of the Issuer's Board of Directors certified the level at which the performance goals had been met, resulting in the vesting of these shares.
F2	The restricted stock vests in three equal annual installments beginning on February 15, 2023.
F3	Each deferred stock unit represents the right to receive one share of common stock of the Issuer.
F4	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.
F5	Each restricted stock unit represents the right to receive one share of common stock of the Issuer.
F6	The restricted stock units will be settled in shares of the Issuer's common stock on a date selected by the reporting person pursuant to the Plan, subject to vesting acceleration pursuant to the Plan.