SEC Form 4 · accession 0000914760-15-000122
ZAIS Group Holdings, Inc. · ZAIS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Christian Zugel
Officer — Chief Investmt Officer & Chmn · Director
Period of report
Mar 17, 2015
Accepted (ET)
Mar 19, 2015 · 8:39 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001562214
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Mar 17, 2015 | P | 100,000 | $0.0059 | A | 300,000 | D | |
| Class A Common StockF1 | Mar 17, 2015 | P | 37,499 | $0.0059 | A | 112,499 | I | Note |
| Class A Common StockF2 | Mar 17, 2015 | P | 24,999 | $0.0059 | A | 74,999 | I | Note |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A Units of ZAS Group Parent, LLCF3,F6,F5 | — | Mar 17, 2015 | A | 3,325,000 | A | Mar 17, 2017 | — | Class A Common Stock | 3,325,000 | 3,325,000 | D |
| Class A Units of ZAS Group Parent, LLCF3,F1,F6,F5 | — | Mar 17, 2015 | A | 1,050,000 | A | Mar 17, 2017 | — | Class A Common Stock | 1,050,000 | 1,050,000 | I |
| Class A Units of ZAS Group Parent, LLCF3,F2,F6,F5 | — | Mar 17, 2015 | A | 525,000 | A | Mar 17, 2017 | — | Class A Common Stock | 525,000 | 525,000 | I |
| Class A Units of ZAS Group Parent, LLCF3,F4,F6,F5 | — | Mar 17, 2015 | A | 700,000 | A | Mar 17, 2017 | — | Class A Common Stock | 70,000 | 70,000 | I |
Explanation of responses
- F1Held 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.
- F2Held by Zugel Family Trust. The reporting person disclaims beneficial ownership of such shares since an independent trustee and adviser govern the trust.
- F3Received in exchange for membership interests in ZAIS Group Parent, LLC in connection with the business combination with the issuer on March 17, 2015.
- F4Held by the reporting person's spouse. The reporting person disclaims beneficial ownership of such shares.
- F5The 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.
- F6Each Class B-O Unit is convertible into one share of Class A Common Stock.