Sec Form 3 Filing - CF Finance Holdings LLC @ CF Finance Acquisition Corp. - 2018-12-12

FORM 3 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 CF Finance Holdings LLC 2. Issuer Name and Ticker or Trading Symbol CF Finance Acquisition Corp. [ CFFA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 110 EAST 59TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 12/12/2018 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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

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 Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 7,177,500 ( 2 ) ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CF Finance Holdings LLC 110 EAST 59TH STREET NEW YORK, NY10022 X CANTOR FITZGERALD, L. P. 110 EAST 59TH STREET NEW YORK, NY10022 X CF GROUP MANAGEMENT INC 110 EAST 59TH STREET NEW YORK, NY10022 X LUTNICK HOWARD W 110 EAST 59TH STREET NEW YORK, NY10022 X X Chief Executive Officer Signatures /s/ Howard Lutnick 12/12/2018 Signature of Reporting Person Date /s/ Howard Lutnick, as President of CF Group Management Inc., the managing general partner of Cantor Fitzgerald, L.P., the sole member of CF Finance Holdings LLC 12/12/2018 Signature of Reporting Person Date /s/ Howard Lutnick, as President of CF Group Management Inc., the managing general partner of Cantor Fitzgerald, L.P. 12/12/2018 Signature of Reporting Person Date /s/ Howard Lutnick, as President of CF Group Management Inc. 12/12/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As described in the issuer's registration statement on Form S-1 (File No. 333-228420) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights. ( 2 )These shares represent shares of Class B common stock held by CF Finance Holdings LLC (the "Sponsor"). The shares of Class B common stock owned by the reporting persons include up to 937,500 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement. ( 3 )The Sponsor is the record holder of the shares reported herein. Cantor Fitzgerald, L.P. ("Cantor") is the sole member of the Sponsor. CF Group Management, Inc. is the managing general partner of Cantor. Mr. Lutnick, the issuer's Chairman and Chief Executive Officer, is the President and sole stockholder of CF Group Management, Inc. As such, each of Cantor, CF Group Management, Inc. and Mr. Lutnick may be deemed to have beneficial ownership of the securities directly held by the Sponsor. The ownership reported herein excludes shares to be purchased pursuant to that certain forward purchase contract between the issuer and the Sponsor, as such shares may not be voted or disposed of by our sponsor within 60 days of the date hereof. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

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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