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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Options (right to buy) | $ 16.72 | 02/15/2015 | A | 101,695 | (3) | 02/15/2025 | Common Stock | 101,695 | $ 0 | 101,695 | D | ||||
Deferred Stock Units | (4) | 02/15/2015 | A | 17,942 | (5) | (5) | Common Stock | 17,942 | $ 0 | 17,942 | D | ||||
Restricted Stock Units | (6) | 02/15/2015 | A | 8,971 | (7) | (7) | Common Stock | 8,971 | $ 0 | 8,971 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Walker William M C/O WALKER & DUNLOP, INC. 7501 WISCONSIN AVENUE, SUITE 1200E BETHESDA, MD 20814 |
X | Chairman, President & CEO |
/s/ Richard M. Lucas, Attorney-in-fact | 02/18/2015 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Walker & 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. |
(2) | Represents shares of common stock withheld pursuant to the Walker & Dunlop, Inc. 2010 Equity Incentive Plan, as amended to satisfy Mr. Walker's tax obligation upon the vesting of restricted stock on February 15, 2015. |
(3) | The 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. |
(4) | Each deferred stock unit represents the right to receive one share of common stock of the Company. |
(5) | The 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. |
(6) | Each restricted stock unit represents the right to receive one share of common stock of the Company. |
(7) | The 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. |