Sec Form 4 Filing - Warner Richard C @ Walker & Dunlop, Inc. - 2018-02-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Warner Richard C 2. Issuer Name and Ticker or Trading Symbol Walker & Dunlop, Inc. [ WD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & Chief Credit Officer (Last) (First) (Middle) C/O WALKER & DUNLOP, INC., 7501 WISCONSIN AVENUE, SUITE 1200E 3. Date of Earliest Transaction (MM/DD/YY) 02/14/2018 (Street) BETHESDA, MD20814 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/14/2018 A 9,887 ( 1 ) A $ 0 84,672 D Common Stock 02/14/2018 A 6,921 ( 1 ) A $ 0 51,852 I By Spouse Common Stock 02/14/2018 S( 2 ) 1,000 D $ 49.039 ( 3 ) 83,672 D Common Stock 02/15/2018 F 7,277 D $ 51.42 76,395 D Common Stock 02/15/2018 F 5,087 D $ 51.42 46,765 I By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Deferred Stock Units ( 4 ) 02/14/2018 A 1,483 ( 5 ) ( 5 ) Common Stock 1,483 $ 0 1,483 I By Spouse Restricted Stock Units ( 6 ) 02/14/2018 A 741 ( 7 ) ( 7 ) Common Stock 741 $ 0 741 I By Spouse

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Warner Richard C C/O WALKER & DUNLOP, INC. 7501 WISCONSIN AVENUE, SUITE 1200E BETHESDA, MD20814 EVP & Chief Credit Officer Signatures /s/ Richard M. Lucas, Attorney-in-fact 02/16/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The restricted stock vests in three equal annual installments beginning on February 15, 2019. ( 2 )The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 8, 2017. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.98 to $49.09. The reporting person undertakes to provide Walker & Dunlop, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 4 )Each deferred stock unit represents the right to receive one share of common stock of the Issuer. ( 5 )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. ( 6 )Each restricted stock unit represents the right to receive one share of common stock of the Issuer. ( 7 )The 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.

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 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).

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.