Statement of Changes in Beneficial Ownership (4)
April 04 2018 - 11:20AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
MacKenzie Kevin
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2. Issuer Name
and
Ticker or Trading Symbol
HFF, Inc.
[
HF
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Executive Managing Director
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(Last)
(First)
(Middle)
C/O HFF, INC., ONE VICTORY PARK,, 2323 VICTORY AVENUE, SUITE 1200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/14/2018
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(Street)
DALLAS, TX 75219
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A common stock
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2/14/2018
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F
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3558
(1)
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D
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$46.41
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141745
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D
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Class A common stock
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2/14/2018
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F
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957
(2)
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D
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$46.41
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140788
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D
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Class A common stock
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2/17/2018
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F
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3365
(1)
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D
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$46.50
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137423
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D
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Class A common stock
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2/17/2018
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F
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330
(3)
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D
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$46.50
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136093
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D
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Class A common stock
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2/17/2018
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F
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779
(2)
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D
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$46.50
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136314
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D
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Class A common stock
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2/17/2018
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F
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40
(4)
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D
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$46.50
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136274
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D
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Class A common stock
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2/17/2018
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F
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172
(4)
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D
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$46.50
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136102
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D
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Class A common stock
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2/17/2018
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F
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17
(4)
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D
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$46.50
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136085
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D
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Class A common stock
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2/18/2018
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F
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1196
(2)
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D
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$46.50
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134889
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D
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Class A common stock
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2/18/2018
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F
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89
(5)
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D
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$46.50
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134800
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D
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Class A common stock
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2/18/2018
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F
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66
(4)
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D
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$46.50
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134734
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D
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Class A common stock
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2/21/2018
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F
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51
(6)
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D
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$46.50
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134683
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D
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Class A common stock
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2/21/2018
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F
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30
(6)
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D
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$46.50
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134653
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D
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Class A common stock
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2/21/2018
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F
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36
(6)
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D
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$46.41
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134617
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D
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Class A common stock
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2/21/2018
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F
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133
(6)
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D
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$46.50
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134484
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D
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Class A common stock
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2/21/2018
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F
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13
(6)
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D
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$46.50
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134471
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D
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Class A common stock
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2/21/2018
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F
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135
(6)
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D
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$46.41
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137081
(7)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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Represents shares transferred to the Company for tax withholding in connection with the grant of restricted stock units of the Company's Class A common stock under the Company's Office Profit Participation Plan, which grant was originally reported on a Form 3 filed with the U.S. Securities and Exchange Commission on January 10, 2018.
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(2)
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Represents shares transferred to the Company for tax withholding in connection with the grant of restricted stock units of the Company's Class A common stock under the Company's Omnibus Incentive Compensation Plan, which grant was originally reported on a Form 3 filed with the U.S. Securities and Exchange Commission on January 10, 2018.
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(3)
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Represents shares transferred to the Company for tax withholding in connection with the grant of restricted stock units of the Company's Class A common stock under the Company's Firm Profit Participation Plan, which grant was originally reported on a Form 3 filed with the U.S. Securities and Exchange Commission on January 10, 2018.
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(4)
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Represents shares transferred to the Company for tax withholding in connection with the grant of restricted stock units of the Company's Class A common stock in connection with the Company dividend, paid on February 21, 2017 to holders of record of the Company's Class A common stock on February 9, 2017.
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(5)
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Represents shares transferred to the Company for tax withholding in connection with the grant of restricted stock units of the Company's Class A common stock in connection with the Company dividend, paid on February 19, 2016 to holders of record of the Company's Class A common stock on February 8, 2016.
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(6)
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Represents shares transferred to the Company for tax withholding in connection with the grant of restricted stock units of the Company's Class A common stock in connection with the Company dividend, paid on February 21, 2018 to holders of record of the Company's Class A common stock on February 9, 2018.
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(7)
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On January 26, 2018, the Company declared a dividend, payable to all holders of record of Class A common stock on February 9, 2018, of $1.75 for each share of Class A common stock outstanding. Pursuant to the terms of the Company's 2016 Equity Incentive Plan and the outstanding grants of restricted stock units (RSUs) of Class A common stock, any RSUs of Class A common stock that were unvested (or vested but not settled) as of the dividend record date were entitled, in lieu of any cash dividend, to a stock dividend for each unvested (or vested but not settled) RSU of Class A common stock equal to the per-share cash dividend amount divided by the fair market value of a share of Class A common stock on the dividend date. As a result, as of February 21, 2018, the reporting person received 2,745 additional RSUs of Class A common stock, subject to the vesting and distribution requirements of the underlying RSUs held by the reporting person.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MacKenzie Kevin
C/O HFF, INC., ONE VICTORY PARK,
2323 VICTORY AVENUE, SUITE 1200
DALLAS, TX 75219
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Executive Managing Director
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Signatures
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/s/ Eric O. Conrad, as attorney-in-fact
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4/4/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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