SEC Form 4 · accession 0001209191-18-023452
HFF, Inc. · HF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark Gibson
Officer — Chief Executive Officer · Director
Period of report
Feb 14, 2018
Accepted (ET)
Apr 4, 2018 · 12:13 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001380509
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A common stockF1 | Feb 14, 2018 | F | 816 | $46.41 | D | 454,481 | D | |
| Class A common stockF2 | Feb 14, 2018 | F | 858 | $46.41 | D | 453,623 | D | |
| Class A common stockF3 | Feb 14, 2018 | F | 1,380 | $46.41 | D | 452,243 | D | |
| Class A common stockF4 | Feb 17, 2018 | F | 2,899 | $46.50 | D | 449,344 | D | |
| Class A common stockF5 | Feb 17, 2018 | F | 1,308 | $46.50 | D | 448,036 | D | |
| Class A common stockF6 | Feb 17, 2018 | F | 148 | $46.50 | D | 447,888 | D | |
| Class A common stockF6 | Feb 17, 2018 | F | 67 | $46.50 | D | 447,821 | D | |
| Class A common stockF7 | Feb 21, 2018 | F | 115 | $46.50 | D | 447,706 | D | |
| Class A common stockF7 | Feb 21, 2018 | F | 52 | $46.50 | D | 447,654 | D | |
| Class A common stockF7 | Feb 21, 2018 | F | 31 | $46.41 | D | 447,623 | D | |
| Class A common stockF7 | Feb 21, 2018 | F | 32 | $46.41 | D | 447,591 | D | |
| Class A common stockF7,F8 | Feb 21, 2018 | F | 52 | $46.41 | D | 449,159 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents 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 4 filed with the U.S. Securities and Exchange Commission on February 16, 2017.
- F2Represents 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 4 filed with the U.S. Securities and Exchange Commission on February 16, 2017.
- F3Represents 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 Executive Bonus Plan, which grant was originally reported on a Form 4 filed with the U.S. Securities and Exchange Commission on February 16, 2017.
- F4Represents 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 Executive Bonus Plan, which grant was originally reported on a Form 4 filed with the U.S. Securities and Exchange Commission on February 19, 2016.
- F5Represents 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 4 filed with the U.S. Securities and Exchange Commission on February 19, 2016.
- F6Represents 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's dividend, paid on February 21, 2017 to holders of record of the Company's Class A common stock on February 9, 2017.
- F7Represents shares transferred to the Company for tax withholding in connection with the grant of restricted stock units of the Company's dividend, paid on February 21, 2018 to holders of record of the Company's Class A common stock on February 9, 2018.
- F8On 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 1,620 additional RSUs of Class A common stock, subject to the vesting and distribution requirements of the underlying RSUs held by the reporting person.