UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

As previously reported by Walker & Dunlop, Inc. (the “Company”), the Company has entered into an agreement to purchase and acquire from CW Financial Services LLC (“CW Financial”) all of the outstanding limited liability company interests (the “LLC Interests”) of CWCapital LLC, a direct wholly owned subsidiary of CW Financial(“CWCapital”), pursuant to a Purchase Agreement (the “Purchase Agreement”), dated June 7, 2012, by and among the Company; Walker & Dunlop, LLC, a indirect wholly owned subsidiary of the Company (the “Subsidiary”); CW Financial; and CWCapital.  Concurrently with entering into the Purchase Agreement, the Company, the Subsidiary, the Reporting Person and certain executive officers of the Company entered into a Voting Agreement, dated as of June 7, 2012, with CW Financial (the “Voting Agreement”).

On the terms and subject to the conditions of the Purchase Agreement, the Subsidiary will acquire all of the LLC Interests for approximately $220 million, net of certain expenses and adjustments (the “Acquisition”).  Of the $220 million, $80 million will be paid in cash from the Subsidiary, through a combination of existing capital and financing anticipated to be obtained.  The remaining $140 million will be paid through the Company’s issuance of shares of the Company’s common stock (the “Stock Consideration”), the number of which will be fixed within a 30 percent upward or downward fluctuation in the trading price of the Company’s common stock, outside of which the number of shares issued will be variable, based on such trading price.  Subject to the satisfaction or waiver of the closing conditions of the Purchase Agreement, the parties expect the Acquisition to close by the end of 2012.

Under the rules of the New York Stock Exchange (“NYSE”) contained in Section 312.03 of the NYSE Listed Company Manual, the issuance of the shares constituting the Stock Consideration is subject to approval by the vote of a majority of the shares of the Company’s outstanding common stock entitled to vote at a meeting held for that purpose.  The terms and conditions of the Voting Agreement require the Company to, as soon as practicable, propose for approval by the stockholders of the Company, at a special meeting of such stockholders or by written consent, the issuance of the Stock Consideration by way of a proxy statement to be filed by the Company with the Securities and Exchange Commission containing a proposal approving such resolution (the “Stock Proposal”).

Pursuant to the Voting Agreement, the Reporting Person has agreed to, among other things, vote in favor of the Stock Proposal, against any action that would result in breach of the Purchase Agreement, and to appoint each executive officer of CW Financial as such Reporting Person’s attorney-in-fact with respect to the voting for matters related to the Purchase Agreement.  In addition, by virtue of the terms and conditions of the Voting Agreement, the Reporting Person has granted a proxy, coupled with an interest (the “Proxy”), appointing each executive officer of CW Financial as the Reporting Person’s attorneys and proxies, with full power of substitution, to, subject to the terms and conditions of the Proxy, vote and exercise all voting rights of the Reporting Person with respect to the shares of the Company’s common stock owned by the Reporting Person in the manner described in the preceding sentence.  Furthermore, the Reporting Person has agreed that, from the date of the Voting Agreement through the closing of the Acquisition, the Reporting Person will not sell, pledge, encumber, assign or otherwise dispose of any shares of the Company’s common stock, except as permitted to sell pursuant to an existing Rule 10b5-1 plan under the Act and certain other exceptions.  In accordance with its terms, the Voting Agreement, including the Proxy, will terminate upon the termination of the Purchase Agreement.

The above references to, and descriptions of, the Purchase Agreement and the Voting Agreement and the transactions contemplated thereby are only a summary, are not intended to be complete.  The descriptions herein of the Purchase Agreement and the Voting Agreement are qualified in their entirety by reference to the full text of the Purchase Agreement and the Voting Agreement,

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended and restated by adding the following thereto:

As described in Item 4 hereto, the Reporting Person has entered into a Voting Agreement which includes the Proxy.  The information set forth in Item 4 with respect to the Voting Agreement and the Proxy is incorporated into this Item 6 by reference in its entirety.

Item 7.

Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and restated by adding the following thereto:

Exhibit 1                Voting Agreement, dated as of June 7, 2012, by and among Walker & Dunlop, Inc., Walker & Dunlop, LLC, Mallory Walker, William M. Walker, Richard M. Lucas, Howard W. Smith, III, Richard C. Warner, Deborah A. Wilson, and CW Financial Services LLC

/s/ Howard W. Smith, III

Howard W. Smith, III