Form D

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
ZAIS FINANCIAL CORP.
Jurisdiction of Incorporation/Organization
MA
Year of Incorporation/Organization
2011

Previous Name(s)

Entity Type
CORPORATION

Item 2 Issuer Principal Place of Business and Contact Information

TWO BRIDGE AVENUE, SUITE 322
RED BANK, NJ 07701
Phone Number: subscription required

Item 1. Issuer's Identity

Name of Issuer:
ZAIS FINANCIAL PARTNERS, L.P.
Jurisdiction of Incorporation/Organization
DE
Year of Incorporation/Organization
2011

Previous Name(s)

Entity Type
LIMITED PARTNERSHIP

Item 2 Issuer Principal Place of Business and Contact Information

TWO BRIDGE AVENUE, SUITE 322
RED BANK, NJ 07701-1106
Phone Number: subscription required

Item 3. Related Persons

Name
CHRISTIAN ZUGEL
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
MICHAEL SZYMANSKI
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
DENISE CROWLEY
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
PAUL MCDADE
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
BRIAN HARGRAVE
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 4. Industry Group

REITS AND FINANCE

Item 5. Issuer Size

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
NO REVENUES

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
07/25/2011

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
No

Item 9. Type(s) of Securities Offered

  • Equity

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes
Clarification of Response

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
0

Item 13. Offering and Sales Amounts

Total Offering Amount
INDEFINITE
Total Amount Sold
36828279
Total Remaining to be Sold
INDEFINITE
Clarification of Response
OPERATING PARTNERSHIP UNITS OF ZAIS FINANCIAL PARTNERS, L.P. VALUED AT APPROXIMATELY $36,828,279.18 (OP UNITS) WERE EXCHANGED PURSUANT TO REGULATION D. THE OP UNITS WERE THEREAFTER IMMEDIATELY EXCHANGED FOR SHARES OF COMMON STOCK OF ZAIS FINANCIAL CORP.

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
22

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
0.0
Finders' Fees
0.0
Clarification of Response

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
0.0
Clarification of Response

Signature and Submission

Notice has been signed on behalf by the undersigned duly authorized person
Issuer Name
ZAIS FINANCIAL CORP.
Issuer Signature
BRIAN HARGRAVE
Signer Name
BRIAN HARGRAVE
Signer Title
CHIEF INVESTMENT OFFICER
Signature Date
08/09/2011

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