Walker & Dunlop, Inc. (Form: S-8, Received: 08/30/2012 16:14:28)

As filed with the Securities and Exchange Commission on August 30, 2012

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

Walker & Dunlop, Inc.

(Exact name of registrant as specified in its charter)

Maryland		80-0629925
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

7501 Wisconsin Avenue
Suite 1200E
Bethesda, MD		20814
(Address of Principal Executive Offices)		(Zip Code)

Walker & Dunlop, Inc. 2010 Equity Incentive Plan, as amended

(Full title of the plan)

William M. Walker

Chairman, President and Chief Executive Officer

7501 Wisconsin Avenue

Suite 1200E

Bethesda, MD 20814

(Name and address of agent for service)

(301) 215-5500

(Telephone number, including area code, of agent for service)

Copies to:

David W. Bonser

James E. Showen

Hogan Lovells US LLP

555 Thirteenth Street, NW

Washington, DC 20004

(202) 637-5600

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	o	Accelerated filer	x

Non-accelerated filer	o (do not check if a smaller reporting company)	Smaller reporting company	o

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be Registered (1)	Proposed maximum offering price per share (2)		Proposed maximum aggregate offering price (2)		Amount of registration fee (2)
Common Stock, par value $0.01 per share	3,370,000	$	12.52	$	42,192,400	$	4,836

(1) Represents the additional number of shares of the registrant’s common stock, par value $0.01 per share (the “Common Stock”) reserved for issuance under the Walker & Dunlop, Inc. 2010 Equity Incentive Plan, as amended. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an additional indeterminate amount of shares to be offered or sold pursuant to the plan and shares that may become issuable under the plan by reason of certain corporate transactions or events, including any stock dividend, stock split, recapitalization or any other similar adjustment of the registrant’s outstanding shares of Common Stock.

(2) Calculated pursuant to Rule 457(c) and (h) of the Securities Act on the basis of $12.52 per share, which was the average of the high and low prices per share of Common Stock of the registrant as reported on the New York Stock Exchange on August 24, 2012.

EXPLANATORY NOTE

We are filing this registration statement to register an additional 3,370,000 shares of our Common Stock for issuance pursuant to the Walker & Dunlop, Inc. 2010 Equity Incentive Plan (the “Equity Incentive Plan”), as amended. At the Special Meeting of Stockholders held on August 30, 2012, our stockholders, among other things, (i) approved amendments to Sections 2.18, 4.1, 5.2, 6.2 and 14.6.4 of the Equity Incentive Plan (as amended, the “Amended Equity Incentive Plan”), which included an increase in the number of shares of Common Stock reserved for issuance thereunder by 3,370,000 shares, and (ii) re-approved certain material terms and conditions relating to performance-based compensation under the Amended Equity Incentive Plan. The description of the terms and conditions of the Amended Equity Incentive Plan are described under the caption “Proposal 2: Plan Amendment Proposal: Amendment of the Company’s 2010 Equity Incentive Plan and Re-Approval of Material Terms and Conditions Relating to Performance-based Compensation” in our definitive Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on July 26, 2012.

Pursuant to General Instruction E to Form S-8, the contents of the earlier registration statement on Form S-8 concerning the Equity Incentive Plan filed with the SEC on December 16, 2010 (File No. 333-171205) is incorporated herein by reference, except to the extent supplemented, amended or superseded by the information set forth herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

We incorporate information into this registration statement by reference, which means that we disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this registration statement, except to the extent superseded by information contained herein or by information contained in documents filed with or furnished to the SEC after the date of this registration statement. This registration statement incorporates by reference the documents set forth below, the file number for each of which is 001-35000, that have been previously filed with the SEC:

· our Annual Report on Form 10-K for the year ended December 31, 2011 filed March 9, 2012;

· our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 filed May 10, 2012;

· our Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 filed August 9 , 2012;

· our Current Reports on Form 8-K filed on April 4, 2012, June 8, 2012, June 12, 2012, June 14, 2012, June 15, 2012, June 28, 2012, July 9, 2012 and August 30 , 2012; and

· the description of our Common Stock contained in our Registration Statement on Form 8-A, filed on December 9, 2010, pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which incorporates by reference the description of our Common Stock contained in our Registration Statement on Form S-1 (Reg. No. 333-168535), and all amendments or reports filed for the purpose of updating such description.

We also incorporate by reference into this registration statement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of this registration statement until the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, except that we are not incorporating any information furnished under either Item 2.02 or Item 7.01 of any current report on Form 8-K.

You may obtain copies of any of these filings from us as described below, through the SEC or through the SEC’s Internet website at www.sec.gov. Documents incorporated by reference are available without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this registration statement, by requesting them in writing or by telephone at:

Walker & Dunlop, Inc.
Attn: Investor Relations
7501 Wisconsin Avenue, Suite 1200E
Bethesda, Maryland 20814

Item 8. Exhibits.

The Exhibits to this registration statement are listed on the exhibit index, which appears elsewhere herein, and are incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bethesda, Maryland on August 30, 2012.

	Walker & Dunlop, Inc.

	By:	/s/ William M. Walker
		William M. Walker
		Chairman, President and Chief
		Executive Officer

POWER OF ATTORNEY

We (other than Edmund F. Taylor), the undersigned directors and officers of Walker & Dunlop, Inc., a Maryland corporation, do hereby constitute and appoint Deborah A. Wilson, Executive Vice President, Chief Financial Officer, and Treasurer and Richard M. Lucas, the Executive Vice President, General Counsel and Secretary, and each and either of them, our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to do any and all acts and things in our names and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents may deem necessary or advisable to enable said corporation to comply with the Securities Act and any rules, regulations and requirements of the SEC, in connection with this registration statement, or any registration statement for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto; and we (other than Edmund F. Taylor) hereby ratify and confirm all that said attorneys and agents, or either of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date


/s/ William M. Walker	Chairman, President and Chief Executive
William M. Walker	Officer (Principal Executive Officer)	August 30, 2012

/s/ Howard W. Smith, III	Executive Vice President, Chief
Howard W. Smith, III	Operating Officer and Director	August 30, 2012

/s/ Mitchell M. Gaynor	Director	August 30, 2012
Mitchell M. Gaynor

/s/ John Rice	Director	August 30, 2012
John Rice

/s/ Edmund F. Taylor	Director	August 30, 2012
Edmund F. Taylor

/s/ Alan J. Bowers	Director	August 30, 2012
Alan J. Bowers

/s/ Cynthia A. Hallenbeck	Director	August 30, 2012
Cynthia A. Hallenbeck


/s/ Dana L. Schmaltz	Director	August 30, 2012
Dana L. Schmaltz

/s/ Deborah A. Wilson	Executive Vice President, Chief Financial	August 30, 2012
Deborah A. Wilson	Officer (Principal Financial Officer and
	Principal Accounting Officer)

*By:	/s/ Richard M. Lucas
	Richard M. Lucas
	Attorney-in-Fact

EXHIBIT INDEX

Exhibit No.		Description

4	.1	Specimen Common Stock Certificate of Walker & Dunlop, Inc. (incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-168535) filed on September 30, 2010)

5	.1	Opinion of Hogan Lovells LLP regarding the validity of the shares of common stock registered hereby

10	.1	Walker & Dunlop, Inc. 2010 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on August 30, 2012)

23	.1	Consent of KPMG LLP

23	.2	Consent of KPMG LLP

23	.3	Consent of Deloitte & Touche LLP

23	.4	Consent of Hogan Lovells LLP (included in Exhibit 5.1)

24	.1	Powers of Attorney (included on signature page)

Exhibit 5.1

Hogan Lovells US LLP
Columbia Square
555 Thirteenth Street, NW
Washington, DC 20004
T +1 202 637 5600
F +1 202 637 5910
www.hoganlovells.com

August 30, 2012

Board of Directors

Walker & Dunlop, Inc.

7501 Wisconsin Avenue, Suite 1200E

Bethesda, MD 20814

Ladies and Gentlemen:

We are acting as counsel to Walker & Dunlop, Inc., a Maryland corporation (the “ Company ”), in connection with its registration statement on Form S-8 (the “ Registration Statement ”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “ Act ”) relating to the proposed offering of up to 3,370,000 shares of common stock, par value $0.01 per share (the “ Common Stock ”) of the Company (the “ Shares ”), all of which shares are issuable pursuant to the Walker & Dunlop, Inc. 2010 Equity Incentive Plan, as amended (the “ Plan ”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

This opinion letter is based as to matters of law solely on the Maryland General Corporation Law, as amended. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations.

Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) effectiveness of the Registration Statement, (ii) issuance of the Shares pursuant to the terms of the Plan, and (iii) receipt by the Company of the consideration for the Shares specified in the applicable resolutions of the Board of Directors and in the Plan, the Shares will be validly issued, fully paid, and nonassessable.

Hogan Lovells US LLP is a limited liability partnership registered in the District of Columbia. Hogan Lovells refers to the international legal practice comprising Hogan Lovells US LLP, Hogan Lovells International LLP, Hogan Lovells Worldwide Group (a Swiss Verein), and their affiliated businesses with offices in: Abu Dhabi Alicante Amsterdam Baltimore Beijing Berlin Brussels Caracas Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston London Los Angeles Madrid Miami Milan Moscow Munich New York Northern Virginia Paris Philadelphia Prague Rome San Francisco Shanghai Silicon Valley Singapore Tokyo Ulaanbaatar Warsaw Washington DC Associated offices: Budapest Jeddah Riyadh Zagreb

This opinion letter has been prepared for use in connection with the Registration Statement. We assume no obligation to advise you of any changes in the foregoing subsequent to the effective date of the Registration Statement.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Act.

Very truly yours,

/s/ Hogan Lovells US LLP

HOGAN LOVELLS US LLP

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Walker & Dunlop, Inc.:

We consent to the incorporation by reference in this registration statement on Form S-8 of Walker & Dunlop, Inc. of our reports dated March 9, 2012, with respect to the consolidated balance sheets of Walker & Dunlop, Inc. and subsidiaries as of December 31, 2011 and 2010, and the related consolidated statements of income, stockholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2011, and the effectiveness of internal control over financial reporting as of December 31, 2011, which reports appear in the December 31, 2011 annual report on Form 10-K of Walker & Dunlop, Inc.

/s/ KPMG LLP

McLean, Virginia
August 30, 2012

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this registration statement on Form S-8 of Walker & Dunlop, Inc. of our reports with respect to (a) the balance sheet of CWCapital LLC as of December 31, 2011, and the related statements of income, member’s equity, and cash flows for the year then ended, and (b) the balance sheets of CWCapital LLC as of December 31, 2010 and August 31, 2010, and the related statements of net income/loss, member’s equity, and cash flows for the four-month period ended December 31, 2010, and the nine-month period ended August 31, 2010, which reports appear in the Current Report on Form 8-K of Walker & Dunlop, Inc. dated July 9, 2012.

/s/ KPMG LLP

Boston, Massachusetts

August 30, 2012

Exhibit 23.3

Consent of Independent Auditor

We consent to the incorporation by reference in this registration statement on Form S-8 of Walker & Dunlop, Inc. of our report dated February 23, 2010 with respect to the balance sheets of CWCapital LLC as of November 30, 2009 and 2008, and the related statements of net loss, other comprehensive loss, member’s equity, and cash flows for years then ended, which report appears in the Current Report on Form 8-K of Walker & Dunlop, Inc. dated July 9, 2012.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

August 30, 2012