FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

Family Trust U/A Christian M. Zugel 2005 GRAT

2. Date of Event Requiring Statement (MM/DD/YYYY)
1/11/2018 

3. Issuer Name and Ticker or Trading Symbol

ZAIS Group Holdings, Inc. [ZAIS]

(Last)        (First)        (Middle)

C/O FIDUCIARY TRUST INT'L OF DELAWARE, 1220 NORTH MARKET STREET, SUITE 333

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
_____ Officer (give title below)          ___ X ___ Other (specify below)
/ member of 10% group

(Street)

WILMINGTON, DE 19801       

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock   112497   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class A Units of ZAIS Group Parent, LLC   3/17/2015   (1)   (1) Class A Common Stock   1050000     (2) D    

Explanation of Responses:
(1)  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.
(2)  Each Unit is convertible into one share of Class A Common Stock.

Remarks:
As a result of an agreement entered into on January 11, 2018, the reporting person may be deemed to be a member of a "group," within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, with Christian Zugel and Z Acquisition LLC, who are the beneficial owners of more than 10% of the outstanding shares of Class A Common Stock of the Issuer.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Family Trust U/A Christian M. Zugel 2005 GRAT
C/O FIDUCIARY TRUST INT'L OF DELAWARE
1220 NORTH MARKET STREET, SUITE 333
WILMINGTON, DE 19801


member of 10% group

Signatures
By: Fiduciary Trust International of Delaware, Trustee, By: /s/ Jean W. Mottel, Managing Director 1/19/2018
** 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 5(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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