Zugel Christian Form 4 ZAIS / Christian Zugel ownership change

SEC Form 4

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^*

Zugel Christian

(Last) (First) (Middle)

TWO BRIDGE AVENUE

SUITE 322

(Street)

RED HOOK NJ 07701

(City) (State) (Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Investmt Officer & Chmn

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2015

4. 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 Acquired, Disposed of, or Beneficially Owned
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	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	112,499	I	Note(1)
Class A Common Stock	03/17/2015		P		24,999	A	$0.0059	74,999	I	Note(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 ZAS Group Parent, LLC	(6)	03/17/2015		A		3,325,000		03/17/2017(5)	(5)	Class A Common Stock	3,325,000	(3)	3,325,000	D
Class A Units of ZAS Group Parent, LLC	(6)	03/17/2015		A		1,050,000		03/17/2017(5)	(5)	Class A Common Stock	1,050,000	(3)	1,050,000	I	Note(1)
Class A Units of ZAS Group Parent, LLC	(6)	03/17/2015		A		525,000		03/17/2017(5)	(5)	Class A Common Stock	525,000	(3)	525,000	I	Note(2)
Class A Units of ZAS Group Parent, LLC	(6)	03/17/2015		A		700,000		03/17/2017(5)	(5)	Class A Common Stock	70,000	(3)	70,000	I	Note(4)

Explanation of Responses:

1. Held by Family Trust U/A Christian M. Zugel 2005 GRAT. The reporting perosn disclaims beneficial ownership of the shares held by the trust since an independent trustee and investment adviser govern the trust.

2. Held by Zugel Family Trust. The reporting person disclaims beneficial ownership of such shares since an independent trustee and adviser govern the trust.

3. Received in exchange for membership interests in ZAIS Group Parent, LLC in connection with the business combination with the issuer on March 17, 2015.

4. Held by the reporting person's spouse. The reporting person disclaims beneficial ownership of such shares.

5. 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.

6. Each Class B-O Unit is convertible into one share of Class A Common Stock.

	/s/ Elliott Smith, Attorney-in-Fact	03/19/2015
	** 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).
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