SEC Form 4/A · accession 0001140361-18-024904
ZAIS Group Holdings, Inc. · ZAIS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Christian Zugel
Officer — Chief Investmt Officer & Chmn · Director · 10% Owner
Period of report
Mar 17, 2015
Accepted (ET)
May 21, 2018 · 3:18 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 StockF1 | Sep 5, 2017 | P | 6,500,000 | $4.10 | A | 6,500,000 | I | Note |
| Class A Common Stock | Mar 17, 2015 | P | 100,000 | $0.0059 | A | 300,000 | D | |
| Class A Common StockF2 | Mar 17, 2015 | P | 37,499 | $0.0059 | A | 112,497 | I | Note |
| Class A Common StockF3 | Mar 17, 2015 | P | 24,999 | $0.0059 | A | 74,997 | 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 ZAIS Group Parent, LLCF4,F7,F6 | — | 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 ZAIS Group Parent, LLCF4,F2,F7,F6 | — | 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 ZAIS Group Parent, LLCF4,F3,F7,F6 | — | Mar 17, 2015 | A | 525,000 | A | Mar 17, 2017 | — | Class A Common Stock | 525,000 | 525,000 | I |
| Class A Units of ZAIS Group Parent, LLCF4,F5,F7,F6 | — | Mar 17, 2015 | A | 700,000 | A | Mar 17, 2017 | — | Class A Common Stock | 700,000 | 700,000 | I |
Explanation of responses
- F1Held 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.
- F2Held 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.
- F3Held by Zugel Family Trust. The reporting person disclaims beneficial ownership of such shares since an independent trustee and adviser govern the trust.
- F4Received in exchange for membership interests in ZAIS Group Parent, LLC in connection with the business combination with the issuer on March 17, 2015.
- F5Held by the reporting person's spouse. The reporting person disclaims beneficial ownership of such shares.
- F6The 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.
- F7Each Unit is convertible into one share of Class A Common Stock.