0001140361-18-003925.txt : 20180130 0001140361-18-003925.hdr.sgml : 20180130 20180130170815 ACCESSION NUMBER: 0001140361-18-003925 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180130 DATE AS OF CHANGE: 20180130 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87370 FILM NUMBER: 18559941 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: BML Investment Partners, L.P. CENTRAL INDEX KEY: 0001373604 IRS NUMBER: 383708345 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 156 S. FIRST STREET CITY: ZIONSVILLE STATE: IN ZIP: 46077 BUSINESS PHONE: 317-344-6689 MAIL ADDRESS: STREET 1: 156 S. FIRST STREET CITY: ZIONSVILLE STATE: IN ZIP: 46077 SC 13G/A 1 doc1.htm NONE Schedule 13G
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
ZAIS Group Holdings, Inc. 
(Name of Issuer)
 
Class A Common Stock
(Title of Class of Securities)
 
98887G106
(CUSIP Number)
 
December 31, 2017
(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)
 
     x  Rule 13d-1(c)
 
     o  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.  98887G106      
 
      
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 BML Investment Partners, L.P.
   
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
  
 Delaware
    
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER
  
 0
   
6 SHARED VOTING POWER
  
 746,615
   
7 SOLE DISPOSITIVE POWER
  
 0
   
8 SHARED DISPOSITIVE POWER
  
 746,615
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 746,615
   
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)
  
 5.1%
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 PN
 

FOOTNOTES
  
 
 
 
 
 
Item 1.

 
(a)
Name of Issuer
 
 
ZAIS Group Holdings, Inc.

 
(b)
Address of Issuer’s Principal Executive Offices
 
 
Two Bridge Avenue, Suite 322
Red Bank, NJ 07701-1106

Item 2.

 
(a)
Name of Person Filing
 
 
BML Investment Partners, L.P.

 
(b)
Address of Principal Business Office or, if none, Residence
 
 
65 E Cedar - Suite 2
Zionsville, IN 46077

 
(c)
Citizenship
 
 
Delaware

 
(d)
Title of Class of Securities
 
 
Class A Common Stock

 
(e)
CUSIP Number
 
 
98887G106

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

 
(k)
o
A 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:

 
 
 
 
 
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: 746,615

 
(b)
Percent of class: 5.1%

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

 
(i)
Sole power to vote or to direct the vote: 0

 
(ii)
Shared power to vote or to direct the vote: 746,615

 
(iii)
Sole power to dispose or to direct the disposition of: 0

 
(iv)
Shared power to dispose or to direct the disposition of: 746,615

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 .
 
n/a
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
n/a
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
n/a
 
Item 8.
Identification and Classification of Members of the Group
 
n/a
 
Item 9.
Notice of Dissolution of Group
 
n/a
 
 
 
 
 
 
Item 10.
Certification
  
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
 
 

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.
 
 
 BML Capital Management, LLC
 
    
Date: January 30, 2018
By:
/s/  Braden M Leonard 
   Name: Braden M Leonard 
   Title:  Managing Member 
    
 
Footnotes:
BML Investment Partners, L.P. is a Delaware limited partnership whose sole general partner is BML Capital Management, LLC. The managing member of BML
Capital Management, LLC is Braden M. Leonard. As a result, Braden M. Leonard is deemed to be the indirect owner of the shares held directly by BML Investment
Partners, L.P. Despite such shared beneficial ownership, the reporting persons disclaim that they constitute a statutory group within the meaning of Rule 13d-5(b) (1) of the Exchange Act.

Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)