Sec Form 4 Filing - Walker William M @ Walker & Dunlop, Inc. - 2019-03-15

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

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1. Name and Address of Reporting Person Walker William M 2. Issuer Name and Ticker or Trading Symbol Walker & Dunlop, Inc. [ WD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman & CEO (Last) (First) (Middle) C/O WALKER & DUNLOP, INC., 7501 WISCONSIN AVENUE, SUITE 1200E 3. Date of Earliest Transaction (MM/DD/YY) 03/15/2019 (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 03/15/2019 M 29,421 ( 1 ) A $ 0 1,393,053 D Common Stock 03/15/2019 F 13,756 D $ 52.52 1,379,297 D Common Stock 3,955 I As Custodian for Son 1 Common Stock 3,955 I As Custodian for Son 2 Common Stock 3,955 I As Custodian for Son 3

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 ( 2 ) 03/15/2019 M 19,450 ( 3 ) ( 3 ) Common Stock 19,450 $ 0 0 D Restricted Stock Units ( 4 ) 03/15/2019 M 9,725 ( 5 ) ( 5 ) Common Stock 9,725 $ 0 0 D Dividend Equivalent Rights ( 6 ) 03/15/2019 M 246.4803 ( 6 ) ( 6 ) Common Stock 246.4803 $ 0 18.0901 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Walker William M C/O WALKER & DUNLOP, INC. 7501 WISCONSIN AVENUE, SUITE 1200E BETHESDA, MD20814 X Chairman & CEO Signatures /s/ Daniel J. Groman, Attorney-in-fact 03/19/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person received cash in lieu of delivery of fractional shares upon vesting of the dividend equivalent rights. ( 2 )Each deferred stock unit represents the right to receive one share of common stock of the Issuer. ( 3 )The deferred stock units are fully vested and were settled in shares of the Issuer's common stock on March 15, 2019 pursuant to the Walker & Dunlop, Inc., Management Deferred Stock Unit Purchase Plan. ( 4 )Each restricted stock unit represents the right to receive one share of common stock of the Issuer. ( 5 )The restricted stock units were settled in shares of the Issuer's common stock on March 15, 2019. ( 6 )The dividend equivalent rights accrued on restricted stock units held by the Reporting Person and will 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.

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).

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