0001144204-17-001795.txt : 20170111 0001144204-17-001795.hdr.sgml : 20170111 20170111150714 ACCESSION NUMBER: 0001144204-17-001795 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170111 DATE AS OF CHANGE: 20170111 GROUP MEMBERS: NEIL RAMSEY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZAIS Group Holdings, Inc. CENTRAL INDEX KEY: 0001562214 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 461314400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87370 FILM NUMBER: 17522811 BUSINESS ADDRESS: STREET 1: TWO BRIDGE AVENUE STREET 2: SUITE 322 CITY: RED BANK STATE: NJ ZIP: 07701-1106 BUSINESS PHONE: (732) 978-7518 MAIL ADDRESS: STREET 1: TWO BRIDGE AVENUE STREET 2: SUITE 322 CITY: RED BANK STATE: NJ ZIP: 07701-1106 FORMER COMPANY: FORMER CONFORMED NAME: HF2 FINANCIAL MANAGEMENT INC. DATE OF NAME CHANGE: 20130214 FORMER COMPANY: FORMER CONFORMED NAME: H2 FINANCIAL MANAGEMENT INC. DATE OF NAME CHANGE: 20121114 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: d.Quant Special Opportunities Fund, LP CENTRAL INDEX KEY: 0001634131 IRS NUMBER: 522255857 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1515 ORMSBY STATION COURT CITY: LOUISVILLE STATE: KY ZIP: 40223 BUSINESS PHONE: 502-245-6220 MAIL ADDRESS: STREET 1: 706 JEFFERSON STREET CITY: TELL CITY STATE: IN ZIP: 47586 SC 13D/A 1 v456734_sc13d-a.htm SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

 

(Amendment No. 3)

 

ZAIS GROUP HOLDINGS, INC.
(Name of Issuer)
 
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
 
40421A104
(CUSIP Number)
 

Eric T. Schwartz, Esq.

Graubard Miller

405 Lexington Avenue, 11th Floor

New York, NY 10174

(212) 818-8800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
December 28, 2016
(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* 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 that would alter disclosures provided in a prior cover page.

 

The information required on 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 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. 40421A104SCHEDULE 13DPage 1 of 4 Pages

 

 

 

1

 

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

d.Quant Special Opportunities Fund, LP

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  o

(b)  o

 

 

3

 

SEC USE ONLY

 

 

4

 

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

WC

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

7

 

SOLE VOTING POWER

 

9,207,056

 

8

 

SHARED VOTING POWER

 

0

 

9

 

SOLE DISPOSITIVE POWER

 

9,207,056

 

10

 

SHARED DISPOSITIVE POWER

 

0

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,207,056

 

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o

 

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

66.2%

 

14

 

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

 

 

CUSIP No. 40421A104SCHEDULE 13DPage 2 of 4 Pages

 

 

1

 

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

Neil Ramsey

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  o

(b)  o

 

 

3

 

SEC USE ONLY

 

 

4

 

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

AF

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

 

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

7

 

SOLE VOTING POWER

 

9,585,287

 

8

 

SHARED VOTING POWER

 

0

 

9

 

SOLE DISPOSITIVE POWER

 

9,585,287

 

10

 

SHARED DISPOSITIVE POWER

 

0

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,585,287

 

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o

 

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

69.0%

 

14

 

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

 

 

CUSIP No. 40421A104SCHEDULE 13DPage 3 of 4 Pages

 

This Amendment No. 3 to Schedule 13D amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (“SEC”) by d.Quant Special Opportunities Fund, LP (“SpecOps”) and Neil Ramsey (“Ramsey,” and together with SpecOps, the “Reporting Persons”) on February 17, 2015, as previously amended by Amendment No. 1 thereto (“Amendment No. 1”) filed with the SEC by the Reporting Persons on March 9, 2015 and Amendment No. 2 thereto (“Amendment No. 2”) filed with the SEC by the Reporting Persons on March 25, 2015 (as previously amended, the “Existing Schedule 13D,” and as amended hereby, this “Schedule 13D”), with respect to ownership of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of ZAIS Group Holdings, Inc. (formerly known as HF2 Financial Management Inc.), a Delaware corporation (the “Issuer”). Capitalized terms used herein which are not defined herein have the meanings given to them in the Existing Schedule 13D. Except as set forth below, the disclosure in the Existing Schedule 13D remains unchanged. Only those items amended or supplemented are reported herein.

 

The percentage of beneficial ownership reflected in this Schedule 13D is based upon 13,900,917 shares of Class A Common Stock outstanding as of November 3, 2016, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2016.

 

Item 4. Purpose of Transaction.

 

Item 4 of the Existing Schedule 13D is amended and supplemented as follows:

 

The Reporting Persons have approached the Issuer’s management in order to discuss potential strategic alternatives available to the Issuer, including transactions that may provide liquidity for the Reporting Persons and other stockholders of the Issuer. Any such transaction may involve the acquisition by the Issuer or its affiliates of the Issuer’s outstanding shares of Common Stock (other than those held by management), including those held by the Reporting Persons. Any such transaction also may have one or more of the other effects described in clauses (a) through (j) of Item 4 of the Existing Schedule 13D.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 of the Existing Schedule 13D is amended and supplemented as follows:

 

SpecOps is the beneficial owner of 9,207,056 shares of the Class A Common Stock, or approximately 66.2% of the Issuer’s outstanding Class A Common Stock. Ramsey is the beneficial owner of 9,585,287 shares of the Class A Common Stock, or approximately 69.0% of the Issuer’s outstanding Class A Common Stock, consisting of (i) 9,207,056 shares of the Class A Common Stock held by SpecOps and (ii) 378,231 shares of Class A Common Stock held by NAR. Each of the Reporting Persons has sole voting and dispositive power over the shares that it beneficially owns.

 

Since March 25, 2015, the date of filing of Amendment No. 2, the Reporting Persons have not effected any transactions in the shares of Class A Common Stock.

 

 

CUSIP No. 40421A104SCHEDULE 13DPage 4 of 4 Pages

 

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.

 

Dated January 11, 2017

 

 

 

  d.QUANT SPECIAL OPPORTUNITIES FUND, LP
   
   
  By: /s/ Neil Ramsey
    Name: Neil Ramsey
    Title: General Partner
     
     
  /s/ Neil Ramsey
  Neil Ramsey