SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Sansosti Gerard T.

(Last)

(First)

(Middle)

C/O HFF, INC. ONE OXFORD CENTRE,

301 GRANT STREET, SUITE 600

(Street)

PITTSBURGH

15219

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2014

3. Issuer Name and Ticker or Trading Symbol
HFF, Inc. [ HF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Managing Director

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	59,669	D
Class A Common Stock	8,247⁽¹⁾	D
Class A Common Stock	484⁽²⁾	D
Class A Common Stock	16,111⁽³⁾	D
Class A Common Stock	7,309⁽⁴⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. Represents restricted shares of Class A common stock of the Company granted on March 1, 2012, one-third of which vested on each of March 1, 2013 and March 1, 2014, and one-third of which will vest on March 1, 2015. As of the date of this filing 5,498 restricted shares of Class A common stock have vested.

2. On each of November 30, 2012 and January 15, 2014, the Company declared a dividend, payable to all holders of record of Class A common stock on each of December 10, 2012 and January 27, 2014, respectively. 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. Of the dividend shares issued to the reporting person, 484 restricted shares of Class A common stock remain unvested.

3. Represents restricted shares of Class A common stock of the Company granted on January 30, 2014, twenty-five percent of which will vest on each of January 30, 2016, January 30, 2017, January 30, 2018 and January 30, 2019.

4. Represents restricted shares of Class A common stock of the Company granted on March 3, 2014, one-half of which vested immediately and one-half of which will vest on March 3, 2015. As of the date of this filing 3655 restricted shares of Class A common stock have vested.

Remarks:

	/s/ Eric O. Conrad, as attorney-in-fact	04/10/2014
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.