SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Conley Gregory (Last) (First) (Middle) C/O HFF, INC., ONE OXFORD CENTRE, 301 GRANT STREET, SUITE 600 (Street) PITTSBURGH PA 15219 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol HFF, Inc. [ HF ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer
	3. Date of Earliest Transaction (Month/Day/Year) 03/01/2013
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A common stock	03/01/2013		F		759(1)	D	$18.38	24,641(2)	D
Class A common stock	03/01/2013		F		452(3)	D	$18.38	24,189	D
Class A common stock	03/01/2013		A		1,814(4)	A	$18.38	26,003	D
Class A common stock	03/01/2013		F		278(5)	D	$18.38	25,725	D
Class A common stock	03/01/2013		A		2,040(6)	A	$18.38	27,765	D
Class A common stock	03/01/2013		F		624(7)	D	$18.38	27,141	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares transferred to the Company for tax withholding in connection with the vesting of restricted shares of Class A common stock whose grant was originally reported on a Form 4 filed with the U.S. Securities and Exchange Commission on December 16, 2010.

2. On November 30, 2012, the Company declared a dividend, payable to all holders of record of Class A common stock on December 10, 2012, of $1.52 for each share of Class A common stock outstanding. Pursuant to the terms of the Company's Omnibus Incentive Compensation Plan and the outstanding grants of restricted shares of Class A common stock, any restricted shares of Class A common stock that were unvested (or vested but not issued) 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 issued) restricted share 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 December 20, 2012, the reporting person received 322 additional restricted shares of Class A common stock, subject to the vesting and distribution requirements of the underlying restricted shares held by the reporting person.

3. Represents shares transferred to the Company for tax withholding in connection with the vesting of restricted shares of Class A common stock granted on March 1, 2012 under the Company's Firm Profit Participation Bonus Plan, whose grant was originally reported on a Form 4 filed with the U.S. Securities and Exchange Commission on March 5, 2012.

4. Represents shares of Class A common stock granted under the Company's Firm Profit Participation Plan, one-half of which vested immediately upon grant and one-half of which will vest on March 1, 2014.

5. Represents shares transferred to the Company for tax withholding in connection with the vesting of the restricted shares of Class A common stock described in footnote (4).

6. Represents restricted shares of Class A common stock that were awarded by the Compensation Committee of the Board of Directors of HFF, Inc. as part of the discretionary 2012 performance bonus for the reporting person. Such shares were fully vested at the grant date.

7. Represents shares transferred to the Company for tax withholding in connection with the grant of the restricted shares of Class A common stock described in footnote (6).

Remarks:

	/s/ Eric O. Conrad, as attorney-in-fact	03/29/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
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