Sec Form 4 Filing - Epstein Jason @ CIFC Corp. - 2015-06-26

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Epstein Jason 2. Issuer Name and Ticker or Trading Symbol CIFC Corp. [ CIFC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O COLUMBUS NOVA, 900 THIRD AVENUE, 19TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/26/2015 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 06/26/2015 M 5,854 ( 1 ) A $ 0 5,854 D Common Stock 06/26/2015 J( 2 ) 290 A $ 0 6,144 D Common Stock 06/26/2015 J( 3 ) 6,144 D $ 0 0 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Restricted Stock Units ( 4 ) 06/26/2015 M 5,854 ( 5 ) ( 5 ) Common Stock 5,854 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Epstein Jason C/O COLUMBUS NOVA 900 THIRD AVENUE, 19TH FLOOR NEW YORK, NY10022 X Signatures /s/ Jason Epstein 06/30/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the vesting of 5,854 Restricted Stock Units awarded to the Reporting Person on June 5, 2014 as part of the stock-based portion of his fee for service as a Director ( 2 )Represents an adjustment for dividends to the 5,854 Restricted Stock Units awarded to the Reporting Person on June 5, 2014 as part of the stock-based portion of his fee for service as a Director, as provided in the Reporting Person's Restricted Stock Unit Award Agreement. ( 3 )Immediately upon vesting, the reporting person's shares of Common Stock were contributed to DFR Holdings, LLC, which owns approximately 74% of the Issuer's Common Stock, according to a Schedule 13D/A filed on April 10, 2015 by DFR Holdings, LLC. ( 4 )Each Restricted Stock Unit represents a contingent right to receive one share of Common Stock of the Issuer. ( 5 )The Restricted Stock Units were awarded to the Reporting Person by the Issuer on June 5, 2014 as part of the stock-based portion of his fee for service as a Director, pursuant to a Restricted Stock Unit Award Agreement between the Issuer and the Reporting Person, which was approved by the Board of Directors. The Restricted Stock Units vested and settled on June 26, 2015, as reflected in Table I and footnote I, above.

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).

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