UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Partnership Units (1) | Â (2) | Â (2) | Shares of Class A Common Stock, par value $.01 per share | 1,758,672 | $ (2) | I | By HFF Holdings, LLC |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Gibson Mark C/O HFF, INC., ONE OXFORD CENTRE, 301 GRANT STREET, SUITE 600 PITTSBURGH, PA 15219 |
 X |  |  |  |
/s/ Eric O. Conrad, as Attorney-in-Fact | 10/30/2009 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Partnership units of Holliday Fenoglio Fowler, L.P. and HFF Securities L.P. |
(2) | Pursuant to the certificate of incorporation of HFF, Inc., HFF Holdings LLC ("HFF Holdings"), subject to certain contractual restrictions, is entitled to exchange, at permitted times, two partnership units (one of each of Holliday Fenoglio Fowler, L.P. ("HFF LP") and HFF Securities L.P. ("HFF Securities")) for one share of Class A common stock. The right to exchange became exercisable for 25% of the partnership units on February 5, 2009 and 25% per year thereafter until fully exercisable on February 5, 2012. However, these contractual provisions may be waived, amended or terminated by the members of HFF Holdings following consultation with the board of directors of HFF, Inc. Mr. Gibson is a member of HFF Holdings and, pursuant to the provisions of the operating agreement of HFF Holdings, Mr. Gibson has the right to require HFF Holdings to exchange his pro rata share of the partnership units based on his ownership interest in HFF Holdings. |