SEC Form 4 · accession 0001104659-19-009581
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, 2019
Accepted (ET)
Feb 20, 2019 · 5:00 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, 2019 | A | 68,720 | $0.00 | A | 161,629 | D | |
| Common StockF2 | Feb 15, 2019 | A | 11,469 | $0.00 | A | 173,098 | D | |
| Common Stock | Feb 15, 2019 | F | 35,004 | $54.49 | D | 138,094 | D | |
| Common Stock | holding | — | — | — | 388,497 | I | The HIII 2011 Trust | |
| 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Stock UnitsF3,F4 | — | Feb 15, 2019 | A | 4,301 | A | — | — | Common Stock | 4,301 | 4,301 | D |
| Restricted Stock UnitsF5,F6 | — | Feb 15, 2019 | A | 2,150 | A | — | — | Common Stock | 2,150 | 2,150 | D |
Explanation of responses
- F1On March 21, 2016, 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, 2019, 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.
- F2The restricted stock vests in three equal annual installments beginning on February 15, 2020.
- F3Each deferred stock unit represents the right to receive one share of common stock of the Issuer.
- F4The 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.
- F5Each restricted stock unit represents the right to receive one share of common stock of the Issuer.
- F6The 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.