Paula A. Pryor Form 3 Walker & Dunlop / Paula A. Pryor ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Pryor Paula A.

(Last)

(First)

(Middle)

C/O WALKER & DUNLOP, INC.

7501 WISCONSIN AVENUE, SUITE 1200E

(Street)

BETHESDA

20814

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/14/2020

3. Issuer Name and Ticker or Trading Symbol
Walker & Dunlop, Inc. [ WD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & Chief HR Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	8,673.325⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Deferred Stock Units	⁽²⁾	⁽²⁾	Common Stock	3,089	⁽³⁾	D
Deferred Stock Units	⁽²⁾	⁽²⁾	Common Stock	988	⁽³⁾	D
Deferred Stock Units	⁽²⁾	⁽²⁾	Common Stock	1,892	⁽³⁾	D
Deferred Stock Units	⁽²⁾	⁽²⁾	Common Stock	1,308	⁽³⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	1,544	⁽⁸⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	946	⁽⁸⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	494	⁽⁸⁾	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	654	⁽⁸⁾	D
Dividend Equivalent Rights	⁽⁹⁾	⁽⁹⁾	Common Stock	129.375	⁽⁹⁾	D

Explanation of Responses:

1. Includes 7,690 shares of restricted stock, which vest in annual installments in accordance with the terms of the applicable award.

2. The 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.

3. Each deferred stock unit represents the right to receive one share of common stock of the Issuer.

4. The restricted stock units will be settled in shares of the Issuer's common stock on January 31, 2021, subject to vesting acceleration pursuant to the Plan.

5. The restricted stock units will be settled in shares of the Issuer's common stock on March 15, 2022, subject to vesting acceleration pursuant to the Plan.

6. The restricted stock units will be settled in shares of the Issuer's common stock on January 31, 2023, subject to vesting acceleration pursuant to the Plan.

7. The restricted stock units will be settled in shares of the Issuer's common stock on March 15, 2023, subject to vesting acceleration pursuant to the Plan.

8. Each restricted stock unit represents the right to receive one share of common stock of the Issuer.

9. The dividend equivalent rights accrued on restricted stock units held by the reporting person and vest proportionately with the restricted stock units to which they relate. Each dividend equivalent right is the economic equivalent of one share of common stock of the Issuer.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Daniel J. Groman, Attorney-in-fact	05/18/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Paula A. Pryor Form 3Walker & Dunlop / Paula A. Pryor ownership change