SEC Form 4 · accession 0001104659-17-010206
Walker & Dunlop, Inc. · WD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Howard W Smith III
Officer — President · Director
Period of report
Feb 15, 2017
Accepted (ET)
Feb 17, 2017 · 4:17 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001497770
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 15, 2017 | A | 9,417 | $0.00 | A | 821,808 | D | |
| Common StockF2 | Feb 15, 2017 | A | 55,655 | $0.00 | A | 877,463 | D | |
| Common Stock | Feb 15, 2017 | F | 31,172 | $39.82 | D | 846,291 | D | |
| Common Stock | holding | — | — | — | 4,764 | I | As Custodian for Daughter 1 | |
| Common Stock | holding | — | — | — | 4,764 | I | By ADS 2015 Trust | |
| Common Stock | holding | — | — | — | 4,560 | I | By HWS IV 2012 Trust | |
| Common Stock | holding | — | — | — | 4,764 | I | By MHS 2010 Trust | |
| Common Stock | holding | — | — | — | 4,422 | I | By MMAS 2008 Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (right to buy)F3 | $39.82 | Feb 15, 2017 | A | 33,377 | A | — | Feb 15, 2027 | Common Stock | 33,377 | 33,377 | D |
| Deferred Stock UnitsF4,F5 | — | Feb 16, 2017 | A | 10,101 | A | — | — | Common Stock | 10,101 | 10,101 | D |
| Restricted Stock UnitsF6,F7 | — | Feb 16, 2017 | A | 5,050 | A | — | — | Common Stock | 5,050 | 5,050 | D |
Explanation of responses
- F1The restricted stock vests in three equal annual installments beginning on the first anniversary of the grant date.
- F2On 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.
- F3The stock options vest in three equal annual installments beginning on the first anniversary of the grant date.
- F4Each deferred stock unit represents the right to receive one share of common stock of the Issuer.
- F5The 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.
- F6Each restricted stock unit represents the right to receive one share of common stock of the Issuer.
- F7The 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.