Sec Form 4 Filing - Sabes Jon @ GWG Holdings, Inc. - 2019-03-26

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 Sabes Jon 2. Issuer Name and Ticker or Trading Symbol GWG Holdings, Inc. [ GWGH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 220 SOUTH SIXTH STREET, SUITE 1200 3. Date of Earliest Transaction (MM/DD/YY) 03/26/2019 (Street) MINNEAPOLIS, MN55402 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, $.001 par value 03/26/2019 G V 50,000 D $ 0 1,079,546 D Common Stock, $.001 par value 04/26/2019 J( 3 ) 1,079,546 D 0 D Common Stock, $.001 par value 04/26/2019 J( 3 ) 743,840 D 0 I By Trusts ( 1 ) Common Stock, $.001 par value 04/26/2019 J( 3 ) 102,191 D 0 I By family members who reside in the Reporting Person's household Common Stock, $.001 par value 04/26/2019 J( 3 ) 100,000 D 0 I By Insurance Strategies Fund, LLC ( 2 ) Common Stock, $.001 par value 04/26/2019 J( 3 ) 2,025,578 A 2,025,578 I By Sabes AV Holdings, LLC ( 4 ) Common Stock, $.001 par value 04/26/2019 J( 5 ) 2,025,578 D 0 I By Sabes AV Holdings, LLC ( 4 )

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 Stock Options (right to buy) $ 8.71 04/26/2019 J( 6 ) 5,000 09/02/2017 09/02/2019 Common Stock, $.001 par value 5,000 $ 0 0 D Stock Options, (right to buy) $ 9.91 04/26/2019 J( 6 ) 5,000 11/24/2017 11/24/2019 Common Stock, $.001 par value 5,000 $ 0 0 D Stock Options (right to buy) $ 10.18 04/26/2019 J( 6 ) 5,000 06/12/2018 06/12/2020 Common Stock, $.001 par value 5,000 $ 0 0 D Stock Options (right to buy) $ 8.55 04/26/2019 J( 6 ) 5,000 08/18/2018 08/18/2020 Common Stock, $.001 par value 5,000 $ 0 0 D Stock Options (right to buy) $ 6.6 04/26/2019 J( 6 ) 5,000 12/29/2018 12/29/2020 Common Stock, $.001 par value 5,000 $ 0 0 D Stock Options (right to buy) $ 6.35 04/26/2019 J( 6 ) 5,000 ( 7 ) 04/29/2021 Common Stock, $.001 par value 5,000 $ 0 0 D Stock Options (right to buy) $ 6.41 04/26/2019 J( 6 ) 5,000 ( 8 ) 05/13/2021 Common Stock, $.001 par value 5,000 $ 0 0 D Stock Options (right to buy) $ 9.47 04/26/2019 J( 6 ) 205,833 ( 9 ) 11/10/2021 Common Stock, $.001 par value 205,833 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sabes Jon 220 SOUTH SIXTH STREET, SUITE 1200 MINNEAPOLIS, MN55402 X Chief Executive Officer Signatures /s/ Craig Opp, as Attorney-in -fact for Jon Sabes 04/30/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Held by certain trusts, of which the Reporting Person is a beneficiary. ( 2 )A Delaware limited liability company managed by ISF Management, LLC, a Delaware limited liability company, of which the Reporting Person is a manager. The Reporting Person disclaims beneficial ownership of the shares held by Insurance Strategies Fund, LLC, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for the purposes of Section 16 or for any other purpose. ( 3 )Pursuant to a Contribution and Exchange Agreement (the "Contribution Agreement"), dated April 11, 2019, by and among Sabes AV Holdings, LLC, a Delaware limited liability company ("Sabes AV"), Jon R. Sabes, Jon Sabes 1992 Trust No. 1, Esther Sabes 6.08.1992 Trust F/B/O Jon R. Sabes, Moe Sabes 12.30.1982 Trust F/B/O Jon R. Sabes, Moe Sabes 12.30.1976 Trust F/B/O Jon R. Sabes, Jackson Sabes 1995 Trust, Brooke Sabes 1995 Trust, Morgan Sabes 2012 Trust, Kristine Sabes 2000 Trust, Insurance Strategies Fund, LLC, Steven F. Sabes and SFS Holdings, LLC (collectively, the "Shareholders"), the Shareholders contributed an aggregate of 3,952,155 shares of common stock of GWG Holdings, Inc. to Sabes AV. ( 4 )The Reporting Person serves as a manager of Sabes AV and shares voting and dispositive control over securities held by Sabes AV. The membership interests in Sabes AV are held by the Shareholders in proportion to their contribution to Sabes AV of shares of common stock of GWG Holdings, Inc. pursuant to the Contribution Agreement. The Reporting Person disclaims beneficial ownership over the shares of common stock of GWG Holdings, Inc. held by Sabes AV except to the extent of his pecuniary interest in such shares. ( 5 )Pursuant to a Purchase and Contribution Agreement (the "Purchase Agreement"), dated April 15, 2019, by and among Jon R. Sabes, Steven F. Sabes, Sabes AV, The Beneficient Company Group, L.P., Beneficient Company Holdings, L.P. ("BEN Holdings"), AltiVerse Capital Markets, L.L.C. ("AltiVerse"), Sabes AV sold 2,500,000 shares of common stock of GWG Holdings, Inc. to a wholly-owned subsidiary of BEN Holdings for $25,000,000 in cash, and contributed 1,452,155 shares of common stock of GWG Holdings, Inc. to AltiVerse in exchange for equity interests in AltiVerse, which is an entity over which the Reporting Person does not have voting or dispositive control. ( 6 )This option was forfeited by the Reporting Person for no consideration as part of the transactions contemplated by the Purchase Agreement. ( 7 )3,334 shares currently vested; 1,666 shares would have vested on 4/29/2019. ( 8 )3,334 shares currently vested; 1,666 shares would have vested on 5/13/2019. ( 9 )178,749 shares are currently vested; 13,542 shares would have vested on each of 5/10/2019 and 8/10/2019.

Remarks: Exhibit 24.1 Power of Attorney previously filed and incorporated herein by reference to Form 5 filed on 2/13/2019.

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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