SEC Form 4 · accession 0001123292-15-000400
Walker & Dunlop, Inc. · WD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Howard W Smith III
Officer — EVP & Chief Operating Officer · Director
Period of report
Feb 15, 2015
Accepted (ET)
Feb 18, 2015 · 4:29 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, 2015 | A | 5,981 | $0.00 | A | 1,042,728 | D | |
| Common StockF2 | Feb 15, 2015 | F | 710 | $16.72 | D | 1,042,018 | D | |
| Common Stock | holding | — | — | — | 3,304 | I | As Custodian for Daughter 1 | |
| Common Stock | holding | — | — | — | 3,304 | I | As Custodian for Daughter 2 | |
| Common Stock | holding | — | — | — | 3,304 | I | By HWS IV 2012 Trust | |
| Common Stock | holding | — | — | — | 3,304 | I | By MHS 2010 Trust | |
| Common Stock | holding | — | — | — | 3,304 | 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 | $16.72 | Feb 15, 2015 | A | 67,797 | A | — | Feb 15, 2025 | Common Stock | 67,797 | 67,797 | D |
| Deferred Stock UnitsF4,F5 | — | Feb 15, 2015 | A | 23,923 | A | — | — | Common Stock | 23,923 | 23,923 | D |
| Restricted Stock UnitsF6,F7 | — | Feb 15, 2015 | A | 11,961 | A | — | — | Common Stock | 11,961 | 11,961 | D |
Explanation of responses
- F1Walker & Dunlop, Inc. (the "Company") granted these shares of restricted common stock to the reporting person, vesting ratably in three annual installments, approximately 1/3 on each anniversary date of grant over the next three years, under the Company's 2010 Equity Incentive Plan, as amended.
- F2Represents shares of common stock withheld pursuant to the Walker & Dunlop, Inc. 2010 Equity Incentive Plan, as amended to satisfy Mr. Smith's tax obligation upon the vesting of restricted stock on February 15, 2015.
- F3The stock options were granted pursuant to the 2010 Equity Incentive Plan, as amended. The stock options vest ratably in three annual installments, approximately 1/3 on each anniversary date of grant over the next three years.
- F4Each deferred stock unit represents the right to receive one share of common stock of the Company.
- F5The deferred stock units are fully vested and will be settled in shares of the Company's common stock either (i) on a date selected by the reporting person pursuant to the Company's Management Stock Purchase Plan (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 Company.
- F7The restricted stock units vest and will be settled in shares of the Company's common stock on the three-year anniversary of the grant date, March 15, 2018, subject to vesting acceleration pursuant to the Plan.