8-K

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

FORM 8-K
_____________________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 27, 2016

ZAIS FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
_____________________

Maryland	001-35808	90-0729143
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

Two Bridge Avenue, Suite 322	07701-1106
Red Bank, NJ
(Address of principal executive offices)	(Zip Code)

_____________________

Registrant’s telephone number, including area code: (732) 978-7518

n/a
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.07 Submission of Matters to a Vote of Security Holders.

A special meeting of the stockholders (the “Special Meeting”) of ZAIS Financial Corp. (“ZAIS Financial” or the “Company”) was held on September 27, 2016 in Red Bank, New Jersey. A total of 4,657,904 shares were represented in person or by valid proxy at the Special Meeting, which constituted a quorum. A summary of the voting results for the following proposals, each of which is described in detail in the joint proxy statement/prospectus dated August 26, 2016 and first mailed to the Company’s stockholders on or about August 29, 2016, is set forth below:

Approval of Share Issuance Proposal

Stockholders of the Company approved the issuance of shares (the “Share Issuance Proposal”) of ZAIS Financial common stock, par value $0.0001 per share, to the stockholders of Sutherland Asset Management Corporation (“Sutherland”), pursuant to the Agreement and Plan of Merger, dated as of April 6, 2016, as amended as of May 9, 2016 and August 4, 2016 (as it may be further amended or modified from time to time, the “Merger Agreement”), by and among ZAIS Financial, ZAIS Financial Partners, L.P., ZAIS Merger Sub, LLC (“Merger Sub”), Sutherland and Sutherland Partners, L.P. The votes cast were as follows:

Votes For	Votes Against	Abstentions
4,409,038	80,304	168,562

Approval of Adjournments

Stockholders of the Company approved the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Share Issuance Proposal. The votes cast were as follows:

Votes For	Votes Against	Abstentions
4,210,890	275,752	171,262

However, the proposal to approve the adjournment of the Special Meeting was deemed moot because there were sufficient votes at the time of the Special Meeting to approve the Share Issuance Proposal.

Item 8.01 Other Events.

Also on September 27, 2016, at the special meeting of the stockholders of Sutherland (the “Sutherland Special Meeting”), the stockholders of Sutherland approved the merger by the requisite vote of Sutherland stockholders. A total of 29,805,523 shares were represented in person or by valid proxy at the Sutherland Special Meeting, which constituted a quorum. A summary of the voting results for the following proposals, each of which is described in detail in the joint proxy statement/prospectus dated August 26, 2016, is set forth below:

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Approval of the Merger

Stockholders of Sutherland approved the merger of Sutherland with and into Merger Sub, a wholly owned subsidiary of the Company, with Merger Sub surviving the merger, pursuant to the Merger Agreement, and the other transactions contemplated by the Merger Agreement. The votes cast were as follows:

Votes For	Votes Against	Abstentions
26,003,249	870,150	2,932,124

Approval of Adjournments

Stockholders of Sutherland approved the adjournment of the Sutherland Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the merger proposal. The votes cast were as follows:

Votes For	Votes Against	Abstentions
26,003,249	870,150	2,932,124

However, the proposal to approve the adjournment of the Sutherland Special Meeting was deemed moot because there were sufficient votes at the time of the Sutherland Special Meeting to approve the merger proposal.

On September 27, 2016, the Company and Sutherland issued a joint press release announcing both the results of the Special Meeting and approval of the merger by the stockholders of Sutherland. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated September 27, 2016.

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SIGNATURES: 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ZAIS FINANCIAL CORP.
September 27, 2016	By:	/s/ Michael Szymanski
		Name:	Michael Szymanski
		Title:	Chief Executive Officer

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EXHIBIT INDEX 

Exhibit No.	Description
99.1	Press Release dated September 27, 2016

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EX-99.1

Exhibit 99.1

	PRESS RELEASE
CONTACT:
Marilynn Meek	Frederick C. Herbst
ZAIS Financial Corp.	Sutherland Asset Management Corp.
Financial Relations Board	Chief Financial Officer
212-827-3773	212-257-4600

ZAIS FINANCIAL CORP. AND SUTHERLAND ASSET MANAGEMENT CORP. ANNOUNCE STOCKHOLDER APPROVALS OF THEIR MERGER

· Sutherland stockholders vote to approve merger with ZFC

· ZFC stockholders vote to approve the issuance of shares to Sutherland stockholders in the merger

· Sutherland stockholders to receive 0.8356 shares of ZFC stock for each share of Sutherland stock

· The merger is expected to close on or after October 26, 2016

September 27, 2016 – ZAIS Financial Corp. (NYSE: ZFC) (“ZFC” or the “Company”) and Sutherland Asset Management Corporation, a privately held commercial mortgage REIT (“Sutherland” or “SAM”), today announced that they have received the necessary stockholder approvals to move forward with their previously announced merger. At two separate special meetings of the stockholders of ZFC and Sutherland held today, the ZFC stockholders voted in favor of the proposal to issue shares to Sutherland stockholders in connection with the merger, and the Sutherland stockholders voted in favor of the proposal to approve the previously announced merger of Sutherland with and into a wholly-owned subsidiary of ZFC.

Assuming all conditions to closing the merger have been satisfied, the merger is expected to close on or after October 26, 2016.

ABOUT ZAIS FINANCIAL CORP.

ZAIS Financial Corp. is a real estate investment trust (“REIT”) which originates, acquires, finances, services and manages a diversified portfolio of residential mortgage assets, other real estate-related securities and financial assets. The Company is externally managed and advised by ZAIS REIT Management, LLC, a subsidiary of ZAIS Group, LLC. Additional information can be found on the Company's website at www.zaisfinancial.com.

ABOUT SUTHERLAND ASSET MANAGEMENT

SAM is a privately held REIT that originates, acquires, finances, services and manages small balance commercial (“SBC”) loans and Small Balance Administration (“SBA”) loans. SAM originates SBC loans through its ReadyCap Lending subsidiaries. SAM is externally managed and advised by Waterfall Asset Management LLC.

FORWARD-LOOKING STATEMENTS

This press release contains statements that constitute “forward-looking statements” as such term is defined in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended and such statements are intended to be covered by the safe harbor provided by the same. These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements; the Company can give no assurance that its expectations will be attained. Factors that could cause actual results to differ materially from the Company’s expectations include, but are not limited to, the risk that the merger will not be consummated within the expected time period or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the failure to satisfy the conditions to completion of the merger; risks related to disruption of management’s attention from the ongoing business operations due to the proposed merger; the effect of the announcement of the proposed merger on ZFC and SAM’s operating results and businesses generally; the outcome of any legal proceedings relating to the merger; changes in future loan production; the Company’s ability to retain key managers of GMFS or the Company’s external advisor; availability of suitable investment opportunities; changes in interest rates; changes in the yield curve; changes in prepayment rates; the availability and terms of financing; general economic conditions; market conditions; conditions in the market for mortgage-related investments; legislative and regulatory changes that could adversely affect the business of ZFC or SAM; and other factors, including those set forth in the Risk Factors section of the Company’s most recent Annual Report on Form 10-K filed with the SEC, and other reports filed by the Company with the SEC, copies of which are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

For Additional Information

Additional details about the transaction can be found in our Current Report on Form 8-K with the Securities and Exchange Commission. Copies of the documents filed by the Company with the SEC are also available free of charge on the Company’s website at www.zaisfinancial.com. The Company’s stockholders may also contact ZAIS Investor Services for additional information by calling 212-827-3773 or emailing mmeek@mww.com.