SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

Walker & Dunlop, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

93148P102

(CUSIP Number)

Louise Guarneri
Credit Suisse AG
Eleven Madison Avenue, New York, NY 10010
(212) 325-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 3, 2014

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

Page 1 of 4 Pages

 
 

 

CUSIP No. 93148P102 13D  
1

NAMES OF REPORTING PERSONS

Credit Suisse AG (See Item 2)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) p

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO (See Item 3)

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) x
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Switzerland

NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
7

SOLE VOTING POWER

-0- (See Item 5)

8

SHARED VOTING POWER

2,929,400 (See Item 5)

9

SOLE DISPOSITIVE POWER

-0- (See Item 5)

10

SHARED DISPOSITIVE POWER

2,929,400 (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,929,400 (See Item 5)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  p
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.4% (See Item 5)

14

TYPE OF REPORTING PERSON

BK

         

 

 

Page 2 of 4 Pages

 
 

This Amendment No. 4 (“Amendment No. 4”) to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on September 14, 2012, as amended and supplemented by Amendment No. 1 filed on December 14, 2012, Amendment No. 2 filed on February 11, 2013 and Amendment No. 3 filed on April 10, 2013 (the “Original Schedule 13D” and, as further amended by this Amendment No. 4, the “Statement”) with respect to the common stock, $0.01 par value per share (“Shares”), of Walker & Dunlop, Inc. (the “Company”), a Maryland corporation. The principal executive offices of the Company are located at 7501 Wisconsin Avenue, Suite 1200E, Bethesda, Maryland 20814. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Original Schedule 13D.

Item 2. Identity and Background

The response set forth in Item 2 of the Original Schedule 13D is hereby amended by deleting Schedules A-1 through A-5 in their entirety and replacing them with Schedules A-1 through A-5 attached hereto.

Item 5. Interest in Securities of the Issuer

The response set forth in Item 5 of the Original Schedule 13D is hereby amended by adding the following disclosure to each subsection of Item 5 as indicated below:

(a) As of January 14, 2014, the Reporting Person may be deemed to beneficially own 2,929,400 Shares, (1) 2,927,863 of which are directly owned by Column and (2) 1,537 of which are directly owned by Credit Suisse Capital LLC, which is a Delaware limited liability company and over-the-counter derivatives dealer and an affiliate of the Bank.  Accordingly, the Reporting Person may be deemed to beneficially own approximately 8.4% of the outstanding Shares of the Company based upon 34,878,568 outstanding Shares as reported by the Company in its Form 10-Q for the quarterly period ended September 30, 2013.

 

 (c)

Except as otherwise described herein, the Reporting Person has effected no transactions in the Shares during the 60-day period prior to January 14, 2014.

On January 13, 2014, Column sold 5,941 Shares pursuant to the New Sales Plan at a weighted average price of $15.39. On January 10, 2014, Column sold 2,900 Shares pursuant to the New Sales Plan at a weighted average price of $15.61. On January 9, 2014, Column sold 14,430 Shares pursuant to the New Sales Plan at a weighted average price of $15.68. On January 8, 2014, Column sold 5,977 Shares pursuant to the New Sales Plan at a weighted average price of $16.01. On January 7, 2014, Column sold 7,250 Shares pursuant to the New Sales Plan at a weighted average price of $16.00. On January 6, 2014, Column sold 2,800 Shares pursuant to the New Sales Plan at a weighted average price of $16.11. On January 3, 2014, Column sold 6,596 Shares pursuant to the New Sales Plan at a weighted average price of $16.21. On January 2, 2014, Column sold 20,706 Shares pursuant to the New Sales Plan at a weighted average price of $16.16. On December 31, 2013, Column sold 2,800 Shares pursuant to the New Sales Plan at a weighted average price of $16.20. On December 30, 2013, Column sold 2,600 Shares pursuant to the New Sales Plan at a weighted average price of $16.21. On December 27, 2013, Column sold 3,700 Shares pursuant to the New Sales Plan at a weighted average price of $16.24. On December 26, 2013, Column sold 3,200 Shares pursuant to the New Sales Plan at a weighted average price of $16.20. On December 20, 2013, Column sold 13,300 Shares pursuant to the New Sales Plan at a weighted average price of $16.26. On December 19, 2013, Column sold 4,100 Shares pursuant to the New Sales Plan at a weighted average price of $16.11.

All of the Shares were sold in multiple open market transactions.  The Reporting Person undertakes to provide the staff of the SEC, the Company, or a stockholder of the Company, upon request, the number of Shares sold and price for each transaction effected on the dates indicated above.

Page 3 of 4 Pages

 
 

 

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

CREDIT SUISSE AG

Date:  January 14, 2014

By:  /s/ Louise Guarneri               

  Name:  Louise Guarneri

Title:    Managing Director and Authorized Signatory,
              on behalf of the Reporting Person

 

 

 

Page 4 of 4 Pages

 
 

SCHEDULE A-1

EXECUTIVE OFFICERS AND DIRECTORS OF THE REPORTING PERSON

The following sets forth the name, business address, present principal occupation and citizenship of each executive officer and director of the Reporting Person. The business address of the Reporting Person is Eleven Madison Avenue, New York, New York 10010, USA.

Name Business Address Title Citizenship
James Amine

Eleven Madison Avenue

New York, NY 10010 USA

Head of the Global Investment Banking Department within the Investment Banking division United States
Gael de Boissard One Cabot Square
London, Great Britain
Co-Head of the Investment Banking division France
Robert L. Basso Eleven Madison Avenue
New York, NY 10010  USA
Head of Human Resources for the Investment Banking division United States
Stephen Haratunian Eleven Madison Avenue
New York, NY 10010  USA
Chief Credit Officer of Credit Suisse Group and global Head of Credit Risk Management United States
Robert Jain One Madison Avenue
New York, NY 10010  USA
Head of Alternative Investments within the Private Banking and Wealth Management division United States
Michael D. Kushner One Cabot Square
London, Great Britain
Chief Operating Officer of the Investment Banking division United States
Timothy P. O’Hara Eleven Madison Avenue
New York, NY 10010  USA
Global Head of Equities within the Investment Banking division United States
D. Neil Radey Eleven Madison Avenue
New York, NY 10010  USA
General Counsel for the Americas and Asset Management business and co-General Counsel for the Investment Banking division United States
Lara J. Warner Eleven Madison Avenue
New York, NY 10010  USA
Co-Chief Operating Officer of the Investment Banking division United States
Eric M. Varvel Eleven Madison Avenue
New York, NY 10010  USA
Co-Head of the Investment Banking division United States

 

 
 

SCHEDULE A-2

EXECUTIVE OFFICERS AND DIRECTORS OF CREDIT SUISSE HOLDINGS (USA), INC.

The following sets forth the name, business address, present principal occupation and citizenship of each executive officer and director of Credit Suisse Holdings (USA), Inc. The business address of Credit Suisse Holdings (USA), Inc. is Eleven Madison Avenue, New York, New York 10010, USA.

Name Business Address Title Citizenship
James Amine

Eleven Madison Avenue

New York, NY 10010 USA

Board Member and Managing Director United States
Alastair Cairns

One Madison Avenue

New York, NY 10010 USA

Board Member and Managing Director Canada
Peter J. Feeney

Eleven Madison Avenue

New York, NY 10010 USA

Treasurer and Managing Director United States
Steven Garnett

Eleven Madison Avenue

New York, NY 10010 USA

Board Member and Managing Director United States
Jon Kinol

Eleven Madison Avenue

New York, NY 10010 USA

Board Member and Managing Director United States
Stephen McMorran

Eleven Madison Avenue

New York, NY 10010 USA

Board Member France
Timothy P. O’Hara

Eleven Madison Avenue

New York, NY 10010 USA

Chief Executive Officer, President, Board Member and Managing Director United States
Paul J. O’Keefe

Eleven Madison Avenue

New York, NY 10010 USA

Controller and Managing Director United States
Carlos Onis

Eleven Madison Avenue

New York, NY 10010 USA

Chief Financial Officer, Board Member and Managing Director United States
Norm Parton

Eleven Madison Avenue

New York, NY 10010 USA

Board Member and Managing Director United States
D. Neil Radey

Eleven Madison Avenue

New York, NY 10010 USA

General Counsel and Managing Director United States
Robert S. Shafir

Eleven Madison Avenue

New York, NY 10010 USA

Chairman, Board Member and Managing Director United States
Edmund Taylor

Eleven Madison Avenue

New York, NY 10010 USA

Board Member and Managing Director United States
Eric M. Varvel

Eleven Madison Avenue

New York, NY 10010 USA

Managing Director United States
Philip Vasan

Eleven Madison Avenue

New York, NY 10010 USA

Board Member and Managing Director United States
Lewis H. Wirshba

Eleven Madison Avenue

New York, NY 10010 USA

Chief Operating Officer, Board Member and Managing Director United States

 

 

 
 

SCHEDULE A-3

EXECUTIVE OFFICERS AND DIRECTORS OF CREDIT SUISSE (USA), INC.

The following sets forth the name, business address, present principal occupation and citizenship of each executive officer and director of Credit Suisse (USA), Inc. The business address of Credit Suisse (USA), Inc. is Eleven Madison Avenue, New York, New York 10010, USA.

Name Business Address Title Citizenship
James Amine

Eleven Madison Avenue

New York, NY 10010 USA

Board Member and Managing Director United States
Alastair Cairns

One Madison Avenue

New York, NY 10010 USA

Board Member and Managing Director Canada
Peter J. Feeney

Eleven Madison Avenue

New York, NY 10010 USA

Treasurer and Managing Director United States
Steven Garnett

Eleven Madison Avenue

New York, NY 10010 USA

Board Member and Managing Director United States
Jon Kinol

Eleven Madison Avenue

New York, NY 10010 USA

Board Member and Managing Director United States
Stephen McMorran

Eleven Madison Avenue

New York, NY 10010 USA

Board Member France
Timothy P. O’Hara

Eleven Madison Avenue

New York, NY 10010 USA

Chief Executive Officer, President, Board Member and Managing Director United States
Paul J. O’Keefe

Eleven Madison Avenue

New York, NY 10010 USA

Controller and Managing Director United States
Carlos Onis

Eleven Madison Avenue

New York, NY 10010 USA

Chief Financial Officer, Board Member and Managing Director United States
Norm Parton

Eleven Madison Avenue

New York, NY 10010 USA

Board Member and Managing Director United States
D. Neil Radey

Eleven Madison Avenue

New York, NY 10010 USA

General Counsel and Managing Director United States
Robert S. Shafir

Eleven Madison Avenue

New York, NY 10010 USA

Chairman, Board Member and Managing Director United States
Edmund Taylor

Eleven Madison Avenue

New York, NY 10010 USA

Board Member and Managing Director United States
Eric M. Varvel

Eleven Madison Avenue

New York, NY 10010 USA

Managing Director United States
Philip Vasan

Eleven Madison Avenue

New York, NY 10010 USA

Board Member and Managing Director United States
Lewis H. Wirshba

Eleven Madison Avenue

New York, NY 10010 USA

Chief Operating Officer, Board Member and Managing Director United States

 

 
 

SCHEDULE A-4 

EXECUTIVE OFFICERS AND DIRECTORS OF CREDIT SUISSE SECURITIES (USA) LLC

The following sets forth the name, business address, present principal occupation and citizenship of each executive officer and director of Credit Suisse Securities (USA) LLC. The business address of Credit Suisse Securities (USA) LLC is Eleven Madison Avenue, New York, New York 10010, USA.

Name Business Address Title Citizenship
James Amine

Eleven Madison Avenue

New York, NY 10010 USA

Member of the Board of Managers and Managing Director United States
Alastair Cairns

One Madison Avenue

New York, NY 10010 USA

Member of the Board of Managers and Managing Director Canada
Peter J. Feeney

Eleven Madison Avenue

New York, NY 10010 USA

Treasurer United States
Steven Garnett

Eleven Madison Avenue

New York, NY 10010 USA

Member of the Board of Managers and Managing Director United States
Jon Kinol

Eleven Madison Avenue

New York, NY 10010 USA

Member of the Board of Managers and Managing Director United States
Stephen McMorran

Eleven Madison Avenue

New York, NY 10010 USA

Member of the Board of Managers France
Timothy P. O’Hara

Eleven Madison Avenue

New York, NY 10010 USA

Chief Executive Officer, President, Member of the Board of Managers and Managing Director United States
Paul J. O’Keefe

Eleven Madison Avenue

New York, NY 10010 USA

Controller and Managing Director United States
Carlos Onis

Eleven Madison Avenue

New York, NY 10010 USA

Chief Financial Officer, Member of the Board of Managers and Managing Director United States
Norm Parton

Eleven Madison Avenue

New York, NY 10010 USA

Member of the Board of Managers and Managing Director United States
D. Neil Radey

Eleven Madison Avenue

New York, NY 10010 USA

General Counsel and Managing Director United States
Robert S. Shafir

Eleven Madison Avenue

New York, NY 10010 USA

Chairman, Member of the Board of Managers and Managing Director United States
Edmund Taylor

Eleven Madison Avenue

New York, NY 10010 USA

Member of the Board of Managers and Managing Director United States
Eric M. Varvel

Eleven Madison Avenue

New York, NY 10010 USA

Managing Director United States
Philip Vasan

Eleven Madison Avenue

New York, NY 10010 USA

Member of the Board of Managers and Managing Director United States
Lewis H. Wirshba

Eleven Madison Avenue

New York, NY 10010 USA

Chief Operating Officer, Member of the Board of Managers and Managing Director United States

 

 
 

SCHEDULE A-5

EXECUTIVE OFFICERS AND DIRECTORS OF COLUMN GUARANTEED LLC

The following sets forth the name, business address, present principal occupation and citizenship of each executive officer and director of Column Guaranteed LLC. The business address of Column Guaranteed LLC is Eleven Madison Avenue, New York, New York 10010, USA.

Name Business Address Title Citizenship
Peter J. Feeney Eleven Madison Avenue
New York, NY 10010  USA
Treasurer United States
Paul J. O’Keefe Eleven Madison Avenue
New York, NY 10010  USA
Chief Financial Officer United States
Kinsey Dyckman Eleven Madison Avenue
New York, NY 10010  USA
President and Board Member United States
Elizabeth A. Verri Eleven Madison Avenue
New York, NY 10010  USA
Senior Vice President and Board Member United States