ZAIS (ZAIS) Form 3 ZAIS / Trust U/A Christian M. Zugel 2005 GRAT Family ownership change

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^*

Family Trust U/A Christian M. Zugel 2005 GRAT

(Last) (First) (Middle)

C/O FIDUCIARY TRUST INT'L OF DELAWARE

1220 NORTH MARKET STREET, SUITE 333

(Street)

WILMINGTON DE 19801

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/11/2018

3. Issuer Name and Ticker or Trading Symbol
ZAIS Group Holdings, Inc. [ ZAIS ]

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

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
member of 10% group

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	112,497	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A Units of ZAIS Group Parent, LLC	03/17/2015(1)	(1)	Class A Common Stock	1,050,000	(2)	D

Explanation of Responses:

1. The terms of the Units are governed by an Exchange Agreement dated March 17, 2015, the form of which is filed with the Securities and Exchange Commission as Annex C to the Proxy Statement of HF2 Financial Management Inc. on January 26, 2015.

2. Each Unit is convertible into one share of Class A Common Stock.

Remarks:

As a result of an agreement entered into on January 11, 2018, the reporting person may be deemed to be a member of a "group," within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, with Christian Zugel and Z Acquisition LLC, who are the beneficial owners of more than 10% of the outstanding shares of Class A Common Stock of the Issuer.

	By: Fiduciary Trust International of Delaware, Trustee, By: /s/ Jean W. Mottel, Managing Director	01/19/2018
	** 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).
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