SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Great Ajax Corp.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

38983D300

(CUSIP Number)

December 31, 2015

(Date of Event which Requires Filing of this Statement)

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

¨ Rule 13d-1(b)

¨ 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. 38983D300 13G Page 2 of 11 Pages

1	NAMES OF REPORTING PERSON: Flexpoint Great Ajax Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ¨        (b)  x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 shares
		6	SHARED VOTING POWER 1,917,500 shares
		7	SOLE DISPOSITIVE POWER 0 shares
		8	SHARED DISPOSITIVE POWER 1,917,500 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,917,500 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.04% (a)
12	TYPE OF REPORTING PERSON (See Instructions) OO

(a) The percentage is calculated using the 15,926,052 shares of Common Stock outstanding as disclosed in the issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2015.

CUSIP No. 38983D300 13G Page 3 of 11 Pages

1	NAMES OF REPORTING PERSON: Flexpoint Fund II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ¨        (b)  x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 shares
		6	SHARED VOTING POWER 1,917,500 shares
		7	SOLE DISPOSITIVE POWER 0 shares
		8	SHARED DISPOSITIVE POWER 1,917,500 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,917,500 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.04% (a)
12	TYPE OF REPORTING PERSON (See Instructions) PN

(a) The percentage is calculated using the 15,926,052 shares of Common Stock outstanding as disclosed in the issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2015.

CUSIP No. 38983D300 13G Page 4 of 11 Pages

1	NAMES OF REPORTING PERSON: Flexpoint Management II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ¨        (b)  x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 shares
		6	SHARED VOTING POWER 1,917,500 shares
		7	SOLE DISPOSITIVE POWER 0 shares
		8	SHARED DISPOSITIVE POWER 1,917,500 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,917,500 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.04% (a)
12	TYPE OF REPORTING PERSON (See Instructions) PN

(a) The percentage is calculated using the 15,926,052 shares of Common Stock outstanding as disclosed in the issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2015.

CUSIP No. 38983D300 13G Page 5 of 11 Pages

1	NAMES OF REPORTING PERSON: Flexpoint Ultimate Management II, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ¨        (b)  x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 shares
		6	SHARED VOTING POWER 1,917,500 shares
		7	SOLE DISPOSITIVE POWER 0 shares
		8	SHARED DISPOSITIVE POWER 1,917,500 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,917,500 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.04% (a)
12	TYPE OF REPORTING PERSON (See Instructions) OO

(a) The percentage is calculated using the 15,926,052 shares of Common Stock outstanding as disclosed in the issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2015.

CUSIP No. 38983D300 13G Page 6 of 11 Pages

1	NAMES OF REPORTING PERSON: Donald J. Edwards
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ¨        (b)  x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 shares
		6	SHARED VOTING POWER 1,917,500 shares
		7	SOLE DISPOSITIVE POWER 0 shares
		8	SHARED DISPOSITIVE POWER 1,917,500 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,917,500 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.04% (a)
12	TYPE OF REPORTING PERSON (See Instructions) IN

(a) The percentage is calculated using the 15,926,052 shares of Common Stock outstanding as disclosed in the issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2015.

CUSIP No. 38983D300 13G Page 7 of 11 Pages

Item 1(a). Name of Issuer:

Great Ajax Corp.

Item 1(b). Address of Issuer’s Principal Executive Offices:

9400 SW Beaverton-Hillsdale Hwy, Suite 131, Beaverton, OR 97005

Item 2(a). Name of Persons Filing:

This Schedule 13G is being filed by Flexpoint Great Ajax Holdings, LLC, Flexpoint Fund II, L.P., Flexpoint Management II, L.P., Flexpoint Ultimate Management II, LLC and Donald J. Edwards (individually a “Reporting Person” and collectively the “Reporting Persons”).

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1 and is incorporated herein by reference. Pursuant to the Joint Filing Agreement, the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Act of 1933, as amended. The execution and filing of the Joint Filing Agreement shall not be construed as an admission that the Reporting Persons are a group or have agreed to act as a group.

Item 2(b). Address of Principal Business Office or, if none, Residence:

The address of the principal business office of each of the Reporting Persons is c/o Flexpoint Ford, LLC, 676 N. Michigan Ave., Suite 3300, Chicago, IL 60611.

Item 2(c). Citizenship:

Each of Flexpoint Great Ajax Holdings, LLC and Flexpoint Ultimate Management II, LLC is a limited liability company organized under the laws of the State of Delaware. Each of Flexpoint Fund II, L.P. and Flexpoint Management II, L.P. is a limited partnership organized under the laws of the State of Delaware. Donald J. Edwards is a United States citizen.

Item 2(d). Title of Class of Securities:

Common stock, par value $0.01 per share (the “Common Stock”)

Item 2(e). CUSIP Number:

38983D300

CUSIP No. 38983D300 13G Page 8 of 11 Pages

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)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)	¨	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g)	¨	A parent holding company or control person in accordance with §240.13d- 1(b)(1)(ii)(G).
(h)	¨	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i)	¨	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)	¨	Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).
(k)	¨	Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Not Applicable.

Item 4. Ownership.

(a) Amount beneficially owned:

Flexpoint Great Ajax Holdings, LLC is the record owner of 1,917,500 shares of Common Stock.

Flexpoint Fund II, L.P. is the manager of Flexpoint Great Ajax Holdings, LLC. Flexpoint Management II, L.P. is the general partner of Flexpoint Fund II, L.P. Flexpoint Ultimate Management II, LLC is the general partner of Flexpoint Management II, L.P. Donald J. Edwards is the sole managing member of Flexpoint Ultimate Management, LLC.

Each of the Reporting Persons expressly disclaims beneficial ownership of any shares of Great Ajax Corp., except for Flexpoint Great Ajax Holdings, LLC for the shares which it holds of record as provided herein.

(b) Percent of class:

Flexpoint Great Ajax Holdings, LLC: 12.04%

Flexpoint Fund II, L.P.: 12.04%

Flexpoint Management II, L.P.: 12.04%

Flexpoint Ultimate Management II, LLC: 12.04%

Donald J. Edwards: 12.04%

CUSIP No. 38983D300 13G Page 9 of 11 Pages

These percentages are calculated using the 15,926,052 shares of Common Stock outstanding as disclosed in the issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2015.

(c) Number of shares as to which such person has:

(i) sole power to vote or to direct the vote:

0 shares for each Reporting Person

(ii) shared power to vote or to direct the vote:

Flexpoint Great Ajax Holdings, LLC: 1,917,500 shares

Flexpoint Fund II, L.P.: 1,917,500 shares

Flexpoint Management II, L.P.: 1,917,500 shares

Flexpoint Ultimate Management II, LLC: 1,917,500 shares

Donald J. Edwards: 1,917,500 shares

(iii) sole power to dispose or to direct the disposition of:

0 shares for each Reporting Person

(iv) shared power to dispose or to direct the disposition of:

Flexpoint Great Ajax Holdings, LLC: 1,917,500 shares

Flexpoint Fund II, L.P.: 1,917,500 shares

Flexpoint Management II, L.P.: 1,917,500 shares

Flexpoint Ultimate Management II, LLC: 1,917,500 shares

Donald J. Edwards: 1,917,500 shares

Item 5. Ownership of Five Percent or Less of a Class.

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.

Not Applicable.

CUSIP No. 38983D300 13G Page 10 of 11 Pages

Item 8. Identification and Classification of Members of the Group.

Not Applicable.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certification.

Not applicable. This statement on Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).

CUSIP No. 38983D300 13G Page 11 of 11 Pages

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. We also hereby agree to file this statement jointly pursuant to the Agreement listed on Exhibit 1 hereto.

Dated: February 4, 2016.

FLEXPOINT GREAT AJAX HOLDINGS, LLC
By:	Flexpoint Fund II, L.P.
	Its Manager
	By:	Flexpoint Management II, L.P.
		Its General Partner
		By:	Flexpoint Ultimate Management II, LLC
			Its General Partner

By:	/s/ Donald J. Edwards
Name:	Donald J. Edwards
Title:	Manager

FLEXPOINT FUND II, L.P.
By:	Flexpoint Management Fund II, L.P.
	Its General Partner
	By:	Flexpoint Ultimate Management II, LLC
		Its General Partner

By:	/s/ Donald J. Edwards
Name:	Donald J. Edwards
Title:	Manager

FLEXPOINT MANAGEMENT II, L.P.
By:	Flexpoint Ultimate Management II, LLC
	Its General Partner

By:	/s/ Donald J. Edwards
Name:	Donald J. Edwards
Title:	Manager

FLEXPOINT ULTIMATE MANAGEMENT II, LLC
By:	/s/ Donald J. Edwards
Name:	Donald J. Edwards
Title:	Manager

DONALD J. EDWARDS

/s/ Donald J. Edwards

EXHIBIT INDEX

Exhibit No.
1	Joint Filing Agreement, dated February 4, 2016
2	Powers of Attorney of the Reporting Persons

EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13G to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.

This agreement may be executed in any number of counterparts, each of which shall be deemed an original.

EXECUTED this 4th day of February, 2016.
FLEXPOINT GREAT AJAX HOLDINGS, LLC
By:	Flexpoint Fund II, L.P.
	Its Manager
	By:	Flexpoint Management II, L.P.
		Its General Partner
		By:	Flexpoint Ultimate Management II, LLC
			Its General Partner

By:	/s/ Donald J. Edwards
Name:	Donald J. Edwards
Title:	Manager

FLEXPOINT FUND II, L.P.
By:	Flexpoint Management Fund II, L.P.
	Its General Partner
	By:	Flexpoint Ultimate Management II, LLC
		Its General Partner

By:	/s/ Donald J. Edwards
Name:	Donald J. Edwards
Title:	Manager

FLEXPOINT MANAGEMENT II, L.P.
By:	Flexpoint Ultimate Management II, LLC
	Its General Partner

By:	/s/ Donald J. Edwards
Name:	Donald J. Edwards
Title:	Manager

FLEXPOINT ULTIMATE MANAGEMENT II, LLC
By:	/s/ Donald J. Edwards
Name:	Donald J. Edwards
Title:	Manager
DONALD J. EDWARDS
/s/ Donald J. Edwards

EX-99.2

Exhibit 2

POWERS OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Stephen Haworth as the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as a beneficial owner of shares of common stock of Great Ajax Corp., a Delaware corporation (the “Company”), any Schedule 13D or Schedule 13G, and any amendments, supplements or exhibits thereto (including any joint filing agreements) required to be filed by the undersigned under Section 13 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”); (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D and Schedule 13G, and timely file such forms with the United States Securities and Exchange Commission and any stock exchange in which the common stock of the Company is listed on or approved for quotation in, if any; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to these Powers of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in his discretion.

The undersigned hereby grants to the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act.

These Powers of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 13 of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

*    *    *    *    *

IN WITNESS WHEREOF, the undersigned has caused these Powers of Attorney to be executed as of this 4th day of February, 2016.

FLEXPOINT GREAT AJAX HOLDINGS, LLC
By:	Flexpoint Fund II, L.P.
	Its Manager
	By:	Flexpoint Management II, L.P.
		Its General Partner
		By:	Flexpoint Ultimate Management II, LLC
			Its General Partner

By:	/s/ Donald J. Edwards
Name:	Donald J. Edwards
Title:	Manager

FLEXPOINT FUND II, L.P.
By:	Flexpoint Management Fund II, L.P.
	Its General Partner
	By:	Flexpoint Ultimate Management II, LLC
		Its General Partner

By:	/s/ Donald J. Edwards
Name:	Donald J. Edwards
Title:	Manager

FLEXPOINT MANAGEMENT II, L.P.
By:	Flexpoint Ultimate Management II, LLC
	Its General Partner

By:	/s/ Donald J. Edwards
Name:	Donald J. Edwards
Title:	Manager

FLEXPOINT ULTIMATE MANAGEMENT II, LLC
By:	/s/ Donald J. Edwards
Name:	Donald J. Edwards
Title:	Manager

DONALD J. EDWARDS

/s/ Donald J. Edwards