| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ZAIS Group Holdings, Inc. [ ZAIS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/17/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 09/07/2017 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 09/05/2017 | P | 6,500,000 | A | $4.1 | 6,500,000 | I | Note(1) | ||
| Class A Common Stock | 03/17/2015 | P | 100,000 | A | $0.0059 | 300,000 | D | |||
| Class A Common Stock | 03/17/2015 | P | 37,499 | A | $0.0059 | 112,497 | I | Note(2) | ||
| Class A Common Stock | 03/17/2015 | P | 24,999 | A | $0.0059 | 74,997 | I | Note(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class A Units of ZAIS Group Parent, LLC | (7) | 03/17/2015 | A | 3,325,000 | 03/17/2017(6) | (6) | Class A Common Stock | 3,325,000 | (4) | 3,325,000 | D | ||||
| Class A Units of ZAIS Group Parent, LLC | (7) | 03/17/2015 | A | 1,050,000 | 03/17/2017(6) | (6) | Class A Common Stock | 1,050,000 | (4) | 1,050,000 | I | Note(2) | |||
| Class A Units of ZAIS Group Parent, LLC | (7) | 03/17/2015 | A | 525,000 | 03/17/2017(6) | (6) | Class A Common Stock | 525,000 | (4) | 525,000 | I | Note(3) | |||
| Class A Units of ZAIS Group Parent, LLC | (7) | 03/17/2015 | A | 700,000 | 03/17/2017(6) | (6) | Class A Common Stock | 700,000 | (4) | 700,000 | I | Note(5) | |||
| Explanation of Responses: |
| 1. Held by Z Acquisition LLC in respect of which the reporting person is the managing member pursuant to the Second Amended and Restated Limited Liability Company Agreement dated as of January 11, 2018. |
| 2. Held by Family Trust U/A Christian M. Zugel 2005 GRAT. The reporting person disclaims beneficial ownership of the shares held by the trust since an independent trustee and investment adviser govern the trust. |
| 3. Held by Zugel Family Trust. The reporting person disclaims beneficial ownership of such shares since an independent trustee and adviser govern the trust. |
| 4. Received in exchange for membership interests in ZAIS Group Parent, LLC in connection with the business combination with the issuer on March 17, 2015. |
| 5. Held by the reporting person's spouse. The reporting person disclaims beneficial ownership of such shares. |
| 6. 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. |
| 7. Each Unit is convertible into one share of Class A Common Stock. |
| /s/ Christian Zugel | 05/21/2018 | |
| ** 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 4 (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. | ||
