Sec Form 4 Filing - BURKE JOHN DANIEL @ ZAIS Group Holdings, Inc. - 2018-05-18

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 BURKE JOHN DANIEL 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ZAIS GROUP HOLDINGS INC., TWO BRIDGE AVENUE, SUITE 322 3. Date of Earliest Transaction (MM/DD/YY) 05/18/2018 (Street) RED BANK, NJ07701-1106 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 Class A Common Stock, par value $.0001 05/18/2018 D( 1 ) 69,652 ( 2 ) D $ 4.1 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BURKE JOHN DANIEL C/O ZAIS GROUP HOLDINGS INC. TWO BRIDGE AVENUE, SUITE 322 RED BANK, NJ07701-1106 X Signatures /s/ Thomas P. Conaghan, as Attorney-in-Fact 05/18/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to the closing of the merger (the "Merger") and other transactions contemplated by that certain Agreement and Plan of Merger, dated as of January 11, 2018 by and among the ZAIS Group Holdings, Inc., ZGH Merger Sub, Inc. and Z Acquisition LLC. Each share of Class A Common Stock held by the reporting person was cancelled in the Merger and converted into the right to receive $4.10 in cash per share, without interest and less any applicable withholding taxes (the "Merger Consideration"). ( 2 )Includes 13,488 Restricted Stock Units ("RSUs") that were cancelled in the Merger and converted into the right to receive an amount in cash equal to the Merger Consideration multiplied by the number of shares of Class A Common Stock underlying the RSUs.

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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