X0303 4 2010-06-30 0 0001380509 HFF, Inc. HF 0001387750 Pelusi John Jr C/O HFF, INC., ONE OXFORD CENTRE, 301 GRANT STREET, SUITE 600 PITTSBURGH PA 15219 1 1 0 0 Chief Executive Officer Class A Common Stock 2010-06-30 4 J 0 1758692 A 1895105 D Partnership units 2010-06-30 4 J 0 3517384 D Shares of Class A common stock, par value $.01 per share 1758692 0 I By HFF Holdings LLC The Class A common stock were granted to Mr. Pelusi upon his redemption of units in HFF Holdings LLC ("HFF Holdings"). Upon the redemption of such units, HFF Holdings exchanged Mr. Pelusi's pro rata share of the partnership units of Holliday Fenoglio Fowler, L.P. and HFF Securities LP (each an "Operating Partnership") held by HFF Holdings, based on Mr. Pelusi's ownership interest in HFF Holdings, for the Class A common stock. 439,674 of the shares of Class A common stock are subject to resale restrictions prohibiting sale of the shares until February 28, 2013. On February 28, 2013, 33% of the restricted shares will be eligible for resale, with an additional 33% of the restricted shares being released from resale restrictions on each of February 28, 2014 and February 28, 2015. However, these contractual provisions may be waived, amended or terminated at any time by HFF Holdings, of which Mr. Pelusi is the managing member and a member of the operating committee. Two partnership interests (one of each Operating partnership) were exchanged for one share of Class A common stock in accordance with the Amended and Restated Certificate of Incorporation of HFF, Inc. Partnership units of Holliday Fenoglio Fowler, L.P. and HFF Securities L.P. Pursuant to the Amended and Restated Certificate of Incorporation of HFF, Inc., HFF Holdings is entitled to exchange, at permitted times, two partnership units (one of each of the Operating Partnerships) for one share of Class A common stock. Mr. Pelusi is a member of HFF Holdings and, pursuant to the provisions of the operating agreement of HFF Holdings, Mr. Pelusi had the right to require HFF Holdings to exchange his pro rata share of the partnership units based on his ownership interest in HFF Holdings. /s/ Eric O. Conrad, as attorney-in-fact 2010-07-01