As of the close of business on July 1, 2019, the reporting persons beneficially owned an aggregate of 2,468,027 shares of the Issuers Class A Common Stock, or 6.2% of the Issuers Class A Common Stock outstanding. The calculation of the foregoing percentage was based on 39,823,827 shares of the Issuers Class A Common Stock outstanding as of May 29, 2019, as per the Issuers proxy statement dated May 31, 2019.
On March 18, 2019, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Jones Lang LaSalle Incorporated, a Maryland corporation ("Parent" or "JLL"), JLL CM, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and JLL CMG, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent ("Merger LLC"). The Merger Agreement provides, among other things, that, upon the terms and subject to the conditions set forth in the Merger Agreement, (i) Merger Sub will merge with and into the Issuer (the "Merger"), with the Issuer as the surviving corporation (the "Surviving Corporation"), and (ii) following the completion of the Merger, the Surviving Corporation will merge with and into Merger LLC (the "Subsequent Merger"), with Merger LLC surviving the Subsequent Merger and continuing as a wholly owned subsidiary of Parent.
On July 1, 2019 (the "Closing Date"), upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the Delaware General Corporation Law, the Merger and the Subsequent Merger were completed. At the effective time of the Merger (the "Effective Time"), each share of the Issuers Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Class A Common Stock held by the Issuer, JLL or any of their respective subsidiaries and shares held by any holder of the Issuers Class A Common Stock who was entitled to demand and properly demanded appraisal of such shares under Delaware law) was converted into the right to receive (i) $24.63 per share in cash and (ii) 0.1505 of a share of common stock of JLL, par value $0.01 per share. Accordingly, at the Effective Time of the Merger, the reporting persons no longer beneficially owned any shares of the Issuers Class A Common Stock.
(b) Percent of Class:
0.0%
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CUSIP
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40418F108
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SCHEDULE 13G
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13
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(c) Number of shares as to which such person
has:
(i) Sole power to vote or to direct the vote
-0-
(ii) Shared power to vote or to direct the vote
-0- (See Item 4(a))
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
-0- (See Item 4(a))
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
þ
.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
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40418F108
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SCHEDULE 13G
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Exhibits:
Exhibit I: Joint Filing Agreement, dated as of July 9, 2019, by and among Integrated Core Strategies (US) LLC, ICS Opportunities II LLC, ICS Opportunities, Ltd., Integrated Assets, Ltd., Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.
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CUSIP
No.
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40418F108
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SCHEDULE 13G
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15
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SIGNATURE
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After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: July 9, 2019
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INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General Partner
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By: /s/ Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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ICS OPPORTUNITIES II LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General Partner
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By: /s/ Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment Manager
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By: /s/Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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INTEGRATED ASSETS, LTD.
By: Millennium International Management LP,
its Investment Manager
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By: /s/Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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MILLENNIUM INTERNATIONAL MANAGEMENT LP
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By: /s/Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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MILLENNIUM MANAGEMENT LLC
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By: /s/Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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MILLENNIUM GROUP MANAGEMENT LLC
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By: /s/Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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/s/ Israel A.
Englander
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Israel
A. Englander
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CUSIP
No.
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40418F108
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SCHEDULE 13G
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16
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of
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EXHIBIT I
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JOINT
FILING AGREEMENT
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This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A Common Stock, par value $0.01 per share, of HFF, Inc., a Delaware corporation, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: July 9, 2019
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INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General Partner
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By: /s/ Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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ICS OPPORTUNITIES II LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General Partner
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By: /s/ Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment Manager
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By: /s/Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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INTEGRATED ASSETS, LTD.
By: Millennium International Management LP,
its Investment Manager
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By: /s/Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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MILLENNIUM INTERNATIONAL MANAGEMENT LP
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By: /s/Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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MILLENNIUM MANAGEMENT LLC
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By: /s/Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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MILLENNIUM GROUP MANAGEMENT LLC
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By: /s/Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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/s/ Israel A.
Englander
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Israel A. Englander
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