0001104659-13-090584.txt : 20131217 0001104659-13-090584.hdr.sgml : 20131217 20131217085532 ACCESSION NUMBER: 0001104659-13-090584 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131217 DATE AS OF CHANGE: 20131217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZAIS Financial Corp. CENTRAL INDEX KEY: 0001527590 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 900729143 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87416 FILM NUMBER: 131280514 BUSINESS ADDRESS: STREET 1: TWO BRIDGE AVENUE, SUITE 322 CITY: RED BANK STATE: NJ ZIP: 07701 BUSINESS PHONE: 732-530-3610 MAIL ADDRESS: STREET 1: TWO BRIDGE AVENUE, SUITE 322 CITY: RED BANK STATE: NJ ZIP: 07701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OP Bank Group Pension Fund CENTRAL INDEX KEY: 0001590149 IRS NUMBER: 000000000 STATE OF INCORPORATION: H9 FISCAL YEAR END: 1213 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: TEOLLISUUSKATU 1 B CITY: HELSINKI STATE: H9 ZIP: 00510 BUSINESS PHONE: 35810252010 MAIL ADDRESS: STREET 1: TEOLLISUUSKATU 1 B CITY: HELSINKI STATE: H9 ZIP: 00510 SC 13G 1 a13-26388_2sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Zais Financial Corp

(Name of Issuer)

Common Stock

(Title of Class of Securities)

98886K108

(CUSIP Number)

February 8, 2013

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. 

 

 

1.

Names of Reporting Persons
OP Bank Group Pension Fund

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Finland

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
325,000

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
325,000

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
325,000

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
4.0%

 

 

12.

Type of Reporting Person (See Instructions)
EP

 

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Item 1.

 

(a)

Name of Issuer
Zais Financial Corp

 

(b)

Address of Issuer’s Principal Executive Offices
Two Bridge Avenue, Suite 3222

Red Bank, New Jersey 07701-1106, USA

 

Item 2.

 

(a)

Name of Person Filing
OP Bank Group Pension Fund

 

(b)

Address of Principal Business Office or, if none, Residence
Teollisuuskatu 1b, 00510 Helsinki, Finland

 

(c)

Citizenship
Finland

 

(d)

Title of Class of Securities
Common Stock

 

(e)

CUSIP Number
98886K108

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

x

A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

 

(k)

o

Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

3


 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

325,000

 

(b)

Percent of class:   

4.0%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

325,000

 

 

(ii)

Shared power to vote or to direct the vote    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of   

325,000

 

 

(iv)

Shared power to dispose or to direct the disposition of   

0

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Not Applicable

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable

 

Item 9.

Notice of Dissolution of Group

Not Applicable

 

4


 

Item 10.

Certification

Not Applicable

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

OP Bank Group Pension Fund, OP Bank Group Pension Foundation and OP Bank Group Mutual Insurance Company are not obliged to make a filing in Finland because there is not common control between aforementioned institutions under Finnish legislation. The interpretation of US legislation concerning OP-Pohjola Group and its institutions is not established. OP Bank Group Pension Fund, OP Bank Group Pension Foundation and OP Bank Group Mutual Insurance Company are making a separate filing unless their understanding is that the filing is not required while neither entity alone holds more than 5 % of issued securities. All three entities are independent and do not jointly make investments decisions.  

 

OP Bank Group Pension Fund has acquired securities in the ordinary course of its business and not with the purpose nor with the effect of changing or influencing the control of the issuer, nor in connection with or as a participant in any transaction having such purpose or effect. The trigger for a filing is the public listing of ZAIS on the NYSE.

 

OP Bank Group Pension Fund is responsible for managing the statutory pension scheme for OP-Pohjola Group’s employees. Its operations are based on the Finnish Employees Pensions Act and other provisions issued by virtue of said Act and on the regulations issued by the Finnish Financial Supervisory Authority (FIN-FSA). Benefits granted by OP Bank Group Pension Fund and the division of costs between authorised pension providers are based on the Finnish Employees Pensions Act. The Ministry of Social Affairs and Health of Finland shall confirm calculation bases for the Pension Fund. The Representative Assembly, in which Pension Fund members and joint owners have equal voting rights, is the Pension Fund’s supreme decision-making body.

 

In their decision-making and corporate governance, OP-Pohjola Group and its central institution, OP-Pohjola Group Central Cooperative, comply with Finnish legislation. OP-Pohjola Group’s operations are specifically governed by the Act on the Amalgamation of Deposit Banks (Laki talletuspankkien yhteenliittymästä), the Act on Cooperative Banks and Other Cooperative Institutions, the Act on Credit Institutions, the Insurance Companies Act and the Co-operatives Act.

 

Under Finnish legislation OP Bank Group Pension Fund is not in control of OP-Pohjola Group Central Cooperative because it manages whole OP-Pohjola Group´s statutory pension security and provides pension services to each single cooperative bank belonging in OP-Pohjola Group.

 

The filing does not imply that there is common control between OP Bank Group Pension Fund and OP Bank Group Pension Foundation and OP Bank Group Mutual Insurance Company. OP Bank Group Pension Fund disclaims, that there is no beneficial ownership of the OP Bank Group Pension Foundation´s securities or OP Bank Group Mutual Insurance Company´s securities.

 

 

December 12, 2013

 

Date

 

 

 

Erkko Ryynänen

 

Signature

 

 

 

Erkko Ryynänen / Managing Director

 

Name/Title

 

 

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

5