<SEC-DOCUMENT>0001569502-15-000006.txt : 20150213
<SEC-HEADER>0001569502-15-000006.hdr.sgml : 20150213
<ACCEPTANCE-DATETIME>20150213160810
ACCESSION NUMBER:		0001569502-15-000006
CONFORMED SUBMISSION TYPE:	SC 13G/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20150213
DATE AS OF CHANGE:		20150213

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 13G/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-85843
		FILM NUMBER:		15614466

	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:			Talkot Capital, LLC
		CENTRAL INDEX KEY:			0001569502
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			CA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A

	BUSINESS ADDRESS:	
		STREET 1:		2400 BRIDGEWAY, SUITE 300
		CITY:			SAUSALITO
		STATE:			CA
		ZIP:			94965
		BUSINESS PHONE:		415-332-3760

	MAIL ADDRESS:	
		STREET 1:		2400 BRIDGEWAY, SUITE 300
		CITY:			SAUSALITO
		STATE:			CA
		ZIP:			94965
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>WDSCH13G2.13.2015.txt
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

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)

February 13, 2015
(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)	 / /
                                                                (b)      / /
-----------------------------------------------------------------------------
3	SEC USE ONLY
-----------------------------------------------------------------------------
4	CITIZENSHIP OR PLACE OF ORGANIZATION

  	United States of America
-----------------------------------------------------------------------------
NUMBER OF            5 	SOLE VOTING POWER
SHARES                  768,813
BENEFICIALLY         --------------------------------------------------------
OWNED BY             6	SHARED VOTING POWER
EACH                    -0-
REPORTING            --------------------------------------------------------
PERSON               7	SOLE DISPOSITIVE POWER
WITH                    768,813
                     --------------------------------------------------------
                     8	SHARED DISPOSITIVE POWER
                        -0-
-----------------------------------------------------------------------------
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        768,813
-----------------------------------------------------------------------------
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
   	CERTAIN SHARES*	                                                 / /
-----------------------------------------------------------------------------
11 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

        2.33%
-----------------------------------------------------------------------------
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)   / /
                                                                   (b)   / /
-----------------------------------------------------------------------------
3	SEC USE ONLY
-----------------------------------------------------------------------------
4	CITIZENSHIP OR PLACE OF ORGANIZATION

  	California
-----------------------------------------------------------------------------
NUMBER OF           5 	SOLE VOTING POWER
SHARES                  -0-
BENEFICIALLY        ---------------------------------------------------------
OWNED BY            6	SHARED VOTING POWER
EACH                    -0-
REPORTING           ---------------------------------------------------------
PERSON              7	SOLE DISPOSITIVE POWER
WITH                    -0-
                    ---------------------------------------------------------
                    8	SHARED DISPOSITIVE POWER
                        -0-
-----------------------------------------------------------------------------
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        -0-
-----------------------------------------------------------------------------
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
   	CERTAIN SHARES*	                                   	         / /
-----------------------------------------------------------------------------
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

        0.00%
-----------------------------------------------------------------------------
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)	 / /
                                                                (b)      / /
-----------------------------------------------------------------------------
3	SEC USE ONLY
-----------------------------------------------------------------------------
4	CITIZENSHIP OR PLACE OF ORGANIZATION

  	United States of America
-----------------------------------------------------------------------------
NUMBER OF            5 	SOLE VOTING POWER
SHARES                  368,899
BENEFICIALLY         --------------------------------------------------------
OWNED BY             6	SHARED VOTING POWER
EACH                    1,137,712
REPORTING            --------------------------------------------------------
PERSON               7	SOLE DISPOSITIVE POWER
WITH                    368,899
                     --------------------------------------------------------
                     8	SHARED DISPOSITIVE POWER
                        1,137,712
-----------------------------------------------------------------------------
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        368,899
-----------------------------------------------------------------------------
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
   	CERTAIN SHARES*	                                                 / /
-----------------------------------------------------------------------------
11 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

        1.12%
-----------------------------------------------------------------------------
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 and Talkot Fund, L.P. beneficially own 1,137,712
	shares of Common Stock.  Of such 1,137,712 shares of Common
	Stock, Thomas B. Akin directly beneficially owns 368,899
	shares of Common Stock, and Talkot Fund, L.P. directly
	beneficially owns 768,813 shares of Common Stock.

	(b)	Percent of Class:

		3.45%

	This percentage is based on 32,982,083 shares of Common Stock
	issued and outstanding as of November 3, 2014, as reported in Form
	10-Q filed with the Securities and Exchange Commission (the
	"Commission") on November 6, 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:
			1,137,712

		(iii)	Sole power to dispose or to direct the
			disposition of:
			-0-

		(iv)	Shared power to dispose of or direct the
			disposition of:
			1,137,712


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: [x]


Item 6.		Ownership of More than Five Percent on Behalf of Another
		Person:


Item 7.		Identification and Classification of the Subsidiary Which
		Acquired the Security Being Reported on By the Parent Holding
		Company:


Item 8.		Identification and Classification of Members of the Group:


Item 9.		Notice of Dissolution of Group:


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: February 13, 2015


/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
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>