FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Zugel Christian 		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
(Last)          (First)          (Middle)

TWO BRIDGE AVENUE, SUITE 322 		3. Date of Earliest Transaction (MM/DD/YYYY)

9/5/2017
(Street)

RED HOOK, NJ 07701
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   9/5/2017     P    6500000   A $4.00   6500000   I   Note   (1)
Class A Common Stock   3/17/2015     P    100000   A $0.0059   300000   D    
Class A Common Stock   3/17/2015     P    37499   A $0.0059   112499   I   Note   (2)
Class A Common Stock   3/17/2015     P    24999   A $0.0059   74999   I   Note   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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     (7) 3/17/2015     A      3325000       3/17/2017   (6)   (6) Class A Common Stock   3325000     (4) 3325000   D    
Class A Units of ZAS Group Parent, LLC     (7) 3/17/2015     A      1050000       3/17/2017   (6)   (6) Class A Common Stock   1050000     (4) 1050000   I   Note   (2)
Class A Units of ZAS Group Parent, LLC     (7) 3/17/2015     A      525000       3/17/2017   (6)   (6) Class A Common Stock   525000     (4) 525000   I   Note   (3)
Class A Units of ZAS Group Parent, LLC     (7) 3/17/2015     A      700000       3/17/2017   (6)   (6) Class A Common Stock   700000     (4) 700000   I   Note   (5)

Explanation of Responses:
(1)  Held by Z Acquisition LLC in respect of which the reporting person is the sole member.
(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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Zugel Christian
TWO BRIDGE AVENUE
SUITE 322
RED HOOK, NJ 07701 		X
Chief Investmt Officer & Chmn

Signatures
/s/ Christian Zugel 9/7/2017
** 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 control number.
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