UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
WALKER & DUNLOP INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
93148P102
(CUSIP number)
Talkot Capital, LLC
2400 Bridgeway, Suite 300
Sausalito, CA 94965
415-332-3760
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
May 15, 2014
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the Rule pursuant to which
this Schedule is filed:
[ ] Rule 13d - 1(b)
[x] Rule 13d - 1(c)
[ ] Rule 13d - 1(d)
*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 page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1
934 ("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.)
CUSIP No. 93148P102
1 NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSON
Talkot Fund, L.P.
91-1804621
-----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
-----------------------------------------------------------------------------
3 SEC USE ONLY
-----------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
-----------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 1,023,416
BENEFICIALLY --------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH -0-
REPORTING --------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 1,023,416
--------------------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
-----------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,023,416
-----------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
-----------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.14%
-----------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
PN
CUSIP No. 93148P102
1 NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSON
Talkot Institutional Fund, L.P.
45-4026377
-----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
-----------------------------------------------------------------------------
3 SEC USE ONLY
-----------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
-----------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 130,016
BENEFICIALLY ---------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH -0-
REPORTING ---------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 130,016
---------------------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
-----------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
130,016
-----------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
-----------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.40%
-----------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
PN
CUSIP No. 93148P102
1 NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSON
Thomas Bruce Akin
-----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
-----------------------------------------------------------------------------
3 SEC USE ONLY
-----------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
-----------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 496,950
BENEFICIALLY --------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 1,650,382
REPORTING --------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 496,950
--------------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,650,382
-----------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
496,950
-----------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
-----------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.52%
-----------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
CUSIP No. 93148P102
ITEM 1(a). Name of Issuer:
Walker & Dunlop Inc.
Item 1(b). Address of Issuer's Principal Office:
7501 Wisconsin Avenue
Suite 1200
Bethesda, MD 20814
United States
Item 2(a). Name of Person Filing:
This Statement on Schedule 13G is being filed on behalf of
the following persons (each, a 'Reporting Person' and
collectively, the 'Reporting Persons'):
Thomas B. Akin
Talkot Fund, L.P.
Talkot Institutional Fund, L.P.
Item 2(b). Address of Principal Business Office or, if none, Residence:
The principal business address of each reporting person is
2400 Bridgeway, Suite 300, Sausalito, CA 94965.
Item 2(c). Citizenship:
USA
Item 2(d). Title of Class of Securities:
Common Stock, $0.01 par value per share
Item 2(e). CUSIP Number:
93148P102
Item 3. If this statement is filed pursuant to Rule 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a)[ ] Broker or Dealer registered under Section 15 of the
Act
(b)[ ] Bank as defined in section 3(a)(6) of the Act
(c)[ ] Insurance Company as defined in section 3(a)(19) of
the Act
(d)[ ] Investment Company registered under section 8 of
the Investment Company Act of 1940
(e)[ ] An Investment Adviser in accordance with Rule
13d-1(b)(1)(ii)(E)
(f)[ ] An Employee Benefit Plan or Endowment Fund in
accordance with Rule 13d-1(b)(1)(ii)(F)
(g)[ ] A Parent Holding Company or Control Person in
accordance with Rule 13d-1(b)(ii)(G)
(h)[ ] A Savings Association as defined in Section 3(b) of
the Federal Deposit Insurance Act
(i)[ ] A Church Plan that is excluded From the definition
of an investment company under Section 3(c)(14)of
the Investment Company Act of 1940
(j)[ ] Group, in accordance with 13d-1(b)(1)(ii)(J)
Item 4. Ownership:
Talkot Capital, LLC acts as an investment adviser to certain
private pooled investment vehicles. Talkot Capital, by virtue
of investment advisory agreements with these pooled investment
vehicles, has investment and voting power over securities owned
of record by these pooled investment vehicles. Despite their
delegation of investment and voting power to Talkot Capital, under
Rule 13d-3 of the Securities Exchange Act of 1934, these pooled
investment vehicles may be deemed the beneficial owner of the
securities they own of record because they have the right to
acquire investment and voting power, and have dispositive power,
through termination of the investment advisory agreements with
Talkot Capital. Talkot Capital may be deemed the beneficial owner
of the securities covered by this statement under Rule 13d-3 of the
Act. None of the securities listed below are owned of record by
Talkot Capital, and Talkot Capital disclaims any beneficial
interest in such securities. Thomas B. Akin is the Managing Member
of the General Partner, Talkot Capital, LLC.
For each Reporting Person:
(a) Amount Beneficially Owned:
Thomas B. Akin, Talkot Fund, L.P. and Talkot Institutional Fund,
L.P. beneficially own 1,650,382 shares of Common Stock. Of such
1,650,382 shares of Common Stock, Thomas B. Akin directly
beneficially owns 496,950 shares of Common Stock, Talkot Fund,
L.P. directly beneficially owns 1,023,416 shares of Common
Stock and Talkot Institutional Fund, L.P. beneficially owns
130,016 shares of Common Stock.
(b) Percent of Class:
5.06%
This percentage is based on 32,609,435 shares of Common Stock
issued and outstanding as of May 5, 2014, as reported in Form
10-Q filed with the Securities and Exchange Commission (the
"Commission") on May 8, 2014.
(c) Number of shares to which each Reporting Person has:
(i) Sole power to vote or direct the vote:
-0-
(ii) Shared power to vote or direct the vote:
1,650,382
(iii) Sole power to dispose or to direct the
disposition of:
-0-
(iv) Shared power to dispose of or direct the
disposition of:
1,650,382
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class
of securities, check the following: [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
The pooled investment vehicles discussed in Item 4 above
have the right to receive all dividends from, and the
proceeds from the sale of, the securities held in their
respective accounts.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company:
Not applicable.
Item 8. Identification and Classification of Members of the Group:
Not applicable.
Item 9. Notice of Dissolution of Group:
Not applicable.
Item 10. Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge, I certify that the
information set forth in this statement is true, complete and correct.
DATED: June 23, 2014
/s/ Thomas Bruce Akin
Thomas Bruce Akin
TALKOT FUND, L.P.
By: /s/ Thomas Bruce Akin
Thomas Bruce Akin, Managing Member of the General Partner
TALKOT INSTITUTIONAL FUND, L.P.
By: /s/ Thomas Bruce Akin
Thomas Bruce Akin, Managing Member of the General Partner