Sec Form 4 Filing - Walker William M @ Walker & Dunlop, Inc. - 2021-03-31

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) 03/31/2021 (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 03/31/2021 J( 1 ) 1,510,244 ( 1 ) D 1,510,244 ( 2 ) I By Walker Family Holdings, LLC Common Stock 27,235 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

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 04/02/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the transfer of LLC interests in Walker Family Holdings, LLC to two trusts for the benefit of the Reporting Person's family members in an estate planning transaction. As consideration for the transfer, the trusts issued promissory notes to the Reporting Person and the Reporting Person's spouse. The promissory notes had an aggregate initial estimated principal amount equal to $57,380,752. The Reporting Person is the sole managing member of Walker Family Holdings, LLC and, following the transaction reported herein, continues to exercise voting and dispositive power over the shares of Common Stock held by Walker Family Holdings, LLC. No shares of the Issuer's Common Stock were sold or transferred as a result of this transaction. ( 2 )Reflects the transfer of Common Stock from Mr. Walker to Walker Family Holdings, LLC for no consideration. The previous Form 4 filed by the Reporting Person overstated the number of shares beneficially owned by the Reporting Person by 13,757 shares of Common Stock. The amount reported herein has been corrected.

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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