SEC Form 4 · accession 0001104659-19-009584
Walker & Dunlop, Inc. · WD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William M Walker
Officer — Chairman & CEO · Director
Period of report
Feb 15, 2019
Accepted (ET)
Feb 20, 2019 · 5:01 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 | 137,442 | $0.00 | A | 1,419,795 | D | |
| Common StockF2 | Feb 15, 2019 | A | 16,516 | $0.00 | A | 1,436,311 | D | |
| Common Stock | Feb 15, 2019 | F | 72,679 | $54.49 | D | 1,363,632 | D | |
| Common Stock | holding | — | — | — | 3,955 | I | As Custodian for Son 1 | |
| Common Stock | holding | — | — | — | 3,955 | I | As Custodian for Son 2 | |
| Common Stock | holding | — | — | — | 3,955 | I | As Custodian for Son 3 |
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 | 6,423 | A | — | — | Common Stock | 6,423 | 6,423 | D |
| Restricted Stock UnitsF5,F6 | — | Feb 15, 2019 | A | 3,211 | A | — | — | Common Stock | 3,211 | 3,211 | 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 January 31, 2024, subject to vesting acceleration pursuant to the Plan.