Unassociated Document

0000903423-12-000607.txt : 20121214 0000903423-12-000607.hdr.sgml : 20121214 20121214172105 ACCESSION NUMBER: 0000903423-12-000607 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20121214 DATE AS OF CHANGE: 20121214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Walker & Dunlop, Inc. CENTRAL INDEX KEY: 0001497770 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85843 FILM NUMBER: 121266530 BUSINESS ADDRESS: STREET 1: 7501 WISCONSIN AVENUE STREET 2: SUITE 1200E CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: (301) 215-5500 MAIL ADDRESS: STREET 1: 7501 WISCONSIN AVENUE STREET 2: SUITE 1200E CITY: BETHESDA STATE: MD ZIP: 20814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CREDIT SUISSE AG/ CENTRAL INDEX KEY: 0000824468 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PO BOX 900 STREET 2: FHLS CITY: ZURICH STATE: V8 ZIP: CH 8070 BUSINESS PHONE: 41 1 212 16 16 MAIL ADDRESS: STREET 1: PO BOX 900 CITY: ZURICH STATE: V8 ZIP: CH 8070 FORMER COMPANY: FORMER CONFORMED NAME: CREDIT SUISSE/ DATE OF NAME CHANGE: 20050629 FORMER COMPANY: FORMER CONFORMED NAME: CREDIT SUISSE FIRST BOSTON/ DATE OF NAME CHANGE: 19970211 FORMER COMPANY: FORMER CONFORMED NAME: CREDIT SUISSE DATE OF NAME CHANGE: 19921119 SC 13D/A 1 csfb13da_1210.htm Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

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)

December 4, 2012

(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).

CUSIP No. 93148P102

13D

1	NAMES OF REPORTING PERSONS Credit Suisse AG
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (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 4,408,915 (See Item 5)
		9	SOLE DISPOSITIVE POWER -0- (See Item 5)
		10	SHARED DISPOSITIVE POWER 4,408,915 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,408,915 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.7% (See Item 5)
14	TYPE OF REPORTING PERSON BK

This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on September 14, 2012 (the “Original Schedule 13D” and, as amended, 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 Schedule A-1 in its entirety and replacing it with Schedule A-1 attached hereto and by adding the following after the last paragraph of Item 2:

On November 16, 2012, Credit Suisse Securities (USA) LLC (“CS Sec (USA)”) and certain of its affiliates settled an administrative proceeding with the Securities and Exchange Commission (the “SEC”), which involved potential claims against them relating to settlements of claims against originators involving loans included in a number of their securitizations, by agreeing to pay approximately $120 million. This settlement also covered allegations with respect to two securitizations in 2006 that CS Sec (USA) and such affiliates made misstatements in SEC filings regarding when they would repurchase mortgage loans from trusts if borrowers missed the first payment due. CS Sec (USA) and such affiliates agreed to an order, without admitting or denying the allegations, requiring them to cease and desist from violations of Section 17(a)(2) and (3) of the Securities Act of 1933 and requiring one such affiliate to cease and desist from violations of Section 15(d) of the Securities Exchange Act of 1934.

Effective November 30, 2012, the Private Banking Division and the Asset Management Division were combined to form the Private Banking & Wealth Management Division.

Item 4.

Purpose of Transaction

The response set forth in Item 4 of the Original Schedule 13D is hereby amended by adding the following after the last paragraph of Item 4:

On December 6, 2012, Column entered into a sales plan with Keefe, Bruyette & Woods, Inc. (the “Broker”), a form of which is attached as Exhibit 6 hereto (the “New Sales Plan”) and incorporated by reference herein, which is intended to comply with Rule 10b5-1(c) under the Act. The New Sales Plan authorizes the Broker to sell on behalf of Column, during the period between December 6, 2012 and June 30, 2014, up to 1,384,752 Shares on the open market at prevailing market prices and subject to certain price conditions.

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 December 14, 2012, the Reporting Person may be deemed to beneficially own 4,408,915 Shares, all of which are directly owned by Column. Accordingly, the Reporting Person may be deemed to beneficially own approximately 12.7% of the outstanding Shares of the Company based upon 34,618,820 Shares as reported by the Company in its Form 10-Q for the quarterly period ended September 30, 2012.

(c)	Except as otherwise described herein, the Reporting Person has effected no transactions in the Shares during the 60-day period prior to December 14, 2012.

On October 3, 2012, Column sold 109,927 Shares pursuant to the Plan at sale prices that ranged from $15.50 to $15.75 per Share. On October 12, 2012, Column sold 80,685 Shares pursuant to the Plan at sale prices that ranged from $16.00 to $16.67 per Share. On October 17, 2012, Column sold 1,545 Shares pursuant to the Plan at sale prices that ranged from $16.80 to $16.81 per Share. On October 23, 2012, Column sold 42,900 Shares pursuant to the Plan at sale prices that ranged from $16.54 to $17.00 per Share. On October 24, 2012, Column sold 3,700 Shares pursuant to the Plan at sale prices that ranged from $17.00 to $17.11 per Share. On October 25, 2012, Column sold 5,200 Shares pursuant to the Plan at sale prices that ranged from $16.90 to $17.05 per Share. On October 26, 2012, Column sold 21,620 Shares pursuant to the Plan at sale prices that ranged from $16.55 to $16.85 per Share. On October 31, 2012, Column sold 7,502 Shares pursuant to the Plan at sale prices that ranged from $16.50 to $16.68 per Share. On November 1, 2012, Column sold 100 Shares pursuant to the Plan at sale prices that ranged from $16.50 to $16.68 per Share. On November 5, 2012, Column sold 3,068 Shares pursuant to the Plan at sale prices that ranged from $16.25 to $16.27 per Share. On November 6, 2012, Column sold 5,324 Shares pursuant to the Plan at sale prices that ranged from $16.30 to $16.42 per Share. On November 7, 2012, Column sold 2,202 Shares pursuant to the Plan at sale prices that ranged from $16.00 to $16.06 per Share. On November 8, 2012, Column sold 61,969 Shares pursuant to the Plan at sale prices that ranged from $15.75 to $15.82 per Share. On December 4, 2012, Column sold 11,339 Shares pursuant to the Plan at sale prices that ranged from $16.30 to $16.51 per Share. On December 5, 2012, Column sold 10,572 Shares pursuant to the Plan at sale prices that ranged from $16.29 to $16.36 per Share. 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 at each separate price within the ranges reported above.

Item 6.

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

The response set forth in Item 6 of the Original Schedule 13D is hereby amended by adding the following after the last paragraph of Item 6:

The disclosure set forth under Item 4 relating to the New Sales Plan is hereby incorporated by reference into this Item 6.

Item 7.

Material to be Filed as Exhibits.

The response set forth in Item 7 of the Original Schedule 13D is hereby amended by adding the following after the last paragraph of Item 7:

Exhibit 6: Form of Sales Plan for Column Guaranteed LLC, dated as of December 6, 2012, between Column Guaranteed LLC and Keefe, Bruyette & Woods, Inc.

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.

Date: December 14, 2012

CREDIT SUISSE AG

By: /s/ Louise Guarneri

Name: Louise Guarneri

Title: Managing Director

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
Gary Bullock	One Cabot Square London, Great Britain	Head of Global Operations	Great Britain
Gael de Boissard	One Cabot Square London, Great Britain	Co-Head of the Investment Banking division	France
Jennifer B. Frost	Eleven Madison Avenue New York, NY 10010 USA	Global Head of Human Resources for the Investment Banking division	United States
Stephen Haratunian	Eleven Madison Avenue New York, NY 10010 USA	Head of Strategic Risk Management for the Investment Banking division	United States
Robert Jain	Eleven Madison Avenue New York, NY 10010 USA	Head of the Systematic Marketmaking Group within the Investment Banking division	United States
Bruce W. Ling	Eleven Madison Avenue New York, NY 10010 USA	Chief Operating Officer for the Investment Banking division	United States
Timothy P. O’Hara	Eleven Madison Avenue New York, NY 10010 USA	Co-Head of Global Securities 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 division and co-General Counsel for the Investment Banking division	United States
Lara J. Warner	Eleven Madison Avenue New York, NY 10010 USA	Chief Financial Officer for 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

EX-99.1 2 csfb13daex996_1210.htm Unassociated Document

EXHIBIT 6

Form of Sales Plan for Column Guaranteed LLC

Sales Plan, dated as of December 6, 2012 (the “Sales Plan”), between Column Guaranteed LLC (“Seller”) and Keefe, Bruyette & Woods, Inc. (“Broker”).

WHEREAS, the Seller desires to establish the Sales Plan to sell shares of common stock, par value $0.01 per share (the “Stock”), of Walker & Dunlop, Inc., a Maryland corporation (the “Issuer”) in accordance with the requirements of Rule 10b5-1 as further set forth herein;

NOW, THEREFORE, the Seller and Broker hereby agree as follows:

1. Broker shall effect one or more sales (each a “Sale”) of shares of Stock (the “Shares”) as further set forth in the attached Annex A to the Sales Plan.

2. This Sales Plan shall become effective as of the date hereof and shall terminate on the earlier of (i) June 30, 2014, (ii) a termination pursuant to a Termination Notice as provided for in paragraph 10 hereof or (iii) the completion of all Sales contemplated under Annex A. To the extent that any Shares remain in Seller’s brokerage account at Broker upon termination of this Sales Plan, Broker shall return such Shares promptly to Seller at Seller’s direction.

3. Seller understands that Broker may affect Sales hereunder jointly with orders for other sellers of Stock of the Issuer and that the average price for executions resulting from bunched orders will be assigned to Seller’s account in accordance with the formula in Annex A. All orders will be deemed day orders only and not held unless otherwise specified in Annex A. Broker shall execute trades in such a way as to minimize the negative price impact on the market and to maximize the price for the Shares sold. Broker may use its discretion in how to work the order to achieve the best execution above the minimum price per Share but at no time will Seller communicate to Broker any instructions on how to execute the order. Broker will charge Seller its ordinary and customary commissions not to exceed 7 cents per Share in connection with such trades and will not charge Seller any mark-ups or take any mark-downs on the Shares. Seller will be notified of all transactions pursuant to customary trade confirmations.

4. Seller represents and warrants that Seller is not aware of material, nonpublic information with respect to the Issuer or any securities of the Issuer (including the Stock) and is entering into this Sales Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5.

5. It is the intent of the parties that this Sales Plan comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and this Sales Plan shall be interpreted to comply with the requirements of Rule 10b5-1(c).

6. Seller represents that the Shares are “restricted securities” and/or that Seller may be deemed an “affiliate” of the Issuer as those terms are defined under Rule 144 of the Securities Act of 1933. Seller shall not take, and shall not cause any person or entity with which he or she would be required to aggregate sales of Stock pursuant to paragraph (a)(2) or (e) of Rule 144 to take, any action that would cause the Sales not to comply with Rule 144. Broker will complete and file on behalf of the Seller Forms 144 which Seller agrees to execute. Seller understands and agrees that Broker will make one Form 144 filing at the beginning of each three-month period commencing prior to the first Sale to be effected pursuant to this Plan, and that such Form 144 shall specify that the Sales are being effected in accordance with a Sales Plan intended to comply with Rule 10b5-1.

7. Seller represents and warrants that Seller is currently permitted to sell Stock in accordance with the Issuer’s insider trading policies and to enter into this Sales Plan and that, other than any applicable Rule 144 requirements set forth herein, there are no contractual, regulatory, or other restrictions applicable to the Sales contemplated under this Sales Plan that would interfere with Broker’s ability to execute Sales and effect delivery and settlement of such Sales on behalf of Seller, other than restrictions with respect to which the Seller has obtained all required consents, approvals and waivers. Provided Seller timely notifies Broker of any circumstance related to Seller that causes the execution of this Sales Plan to no longer be in compliance with Rule 144, Broker agrees to conduct all Sales in accordance with the manner of sale requirements in Rule 144 and will not effect any Sale not in compliance with the volume limitations of Rule 144.

8. Seller shall make all filings, if any, required under Sections 13(d) and 16 of the Exchange Act.

9. Seller understands that Broker may not be able to affect a Sale due to a market disruption or a legal, regulatory or contractual restriction applicable to the Broker or any other event or circumstance (a “Blackout”). Seller also understands that even in the absence of a Blackout, Broker may be unable to effect Sales consistent with ordinary principles of best execution due to insufficient volume of trading, failure of the Stock to reach and sustain a limit order price, or other market factors in effect on the date of a Sale set forth in Annex A (“Unfilled Sales”).

Broker agrees that if Issuer enters into an agreement or a transaction that results, in Issuer’s good faith determination, in the imposition of trading restrictions on the Seller, such as a stock offering requiring an affiliate lock-up (“Issuer Restriction”), and if Seller shall provide Broker at least two (2) days’ prior written notice signed by Seller and confirmed by telephone of such trading restrictions, then Broker will cease effecting Sales under this Plan until notified in writing by Seller that such restrictions have terminated. Broker shall resume effecting Sales in accordance with this Plan as soon as practicable after the cessation or termination of a Blackout or Issuer Restriction. Any Unfilled Sales, and any Sales that would have been executed in accordance with the terms of Annex A but are not executed due to the existence of a Blackout or Issuer Restriction, shall be carried forward as “good until cancelled” orders unless and until such order is converted pursuant to the provisions of Annex A.

10. This Sales Plan shall be governed by and construed in accordance with the laws of the State of New York and may be modified or amended only by a writing signed by the parties hereto. Any modification or amendment shall only be permitted at a time when the Seller is otherwise permitted to effect sales under the Issuer’s trading policies and at a time when the Seller is not aware of material nonpublic information concerning the Issuer or its securities. In addition, this Sales Plan may be terminated by Seller at any time by delivery of a termination notice consistent with Rule 10b5-1. Any termination shall not violate the Issuer’s insider trading policies.

11. Broker shall have the right to require, as a condition to Broker’s consent to any modification or amendment under paragraph 10, or an assignment under paragraph 12, that Seller shall (i) exculpate Broker from any action taken or omitted to be taken by Broker and (ii) indemnify Broker against any losses, damages, liabilities or expenses incurred by Broker, in each case for actions or losses in connection with or arising out of this Sales Plan and any amended or subsequent sales plan.

12. The administration of the Plan and all of Broker’s obligations hereunder may at any time be assigned to another brokerage firm at the discretion of Broker in the event that all or substantially all of the assets of Broker are acquired by another brokerage firm or Broker enters into a similar extraordinary transaction as a result of which Broker’s obligations and rights hereunder are assumed by such brokerage firm. Broker understands that Seller would not deem such assignment to constitute an amendment, modification or termination of the Sales Plan.

13. Reference is made to that certain Sales Plan for Column Guaranteed LLC, dated as of March 15, 2012, between Seller and Broker (the “March 2012 Plan”). Any sales of Stock by Broker shall be deemed to be applied first under the March 2012 Plan until the number of shares identified in the March 2012 Plan have been completely sold, and then any additional sales of Stock by Broker shall be deemed to be applied under this Sales Plan.

IN WITNESS WHEREOF, the undersigned have signed this Sales Plan as of the date first written above.

Column Guaranteed LLC

By: Name: Title:	Date
	Keefe, Bruyette & Woods, Inc.
	By: Name: Title:
	Date