ZAIS GROUP HOLDINGS, INC. (NASDAQ:HTWO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 30, 2016, Michael Szymanski, the Chief Executive
Officer and President of ZAIS Group Holdings, Inc. (the Company),
Nisha Motani, the Acting Chief Financial Officer and Chief
Accounting Officer of the Company, and Howard Steinberg, the
General Counsel of the Company, agreed with ZAIS Group Parent,
LLC (Parent), the majority owned subsidiary of the Company, to
cancel 163,265, 32,653 and 65,306 unvested Class B-0 Units in
Parent, respectively, that they held.
In consideration for the cancellation of their unvested Class B-0
Units, the Company granted Mr. Szymanski, Ms. Motani and Mr.
Steinberg an equivalent number of restricted stock units (RSUs)
(163,265, 32,653 and 65,306, respectively) under the Companys
2015 Stock Incentive Plan. All of the RSUs are scheduled to vest
on March 17, 2017, provided that the executive remains
continuously employed by ZAIS Group, LLC or its subsidiaries
through such vesting date. Each of Mr. Szymanski, Ms. Motani and
Mr. Steinberg also entered into a new restrictive covenant
agreement that contains the same restrictive covenants that they
were subject to under the Parent Amended and Restated Limited
Liability Company Operating Agreement, as amended, before they
agreed to cancel their unvested Class B-0 Units.
In addition to the above executives, other employees of ZAIS
Group, LLC holding unvested Class B-0 Units similarly agreed to
cancel their Class B-0 Units, electing to receive either cash
(upon satisfaction of vesting requirements) or RSUs in
substitution therefor. Parent will pay an aggregate of $256,433
to employees who elected to receive cash on or around March 17,
2017, provided the employee remains continuously employed by ZAIS
Group, LLC or its subsidiaries through such date. The Company
issued an aggregate of 622,123 RSUs to those employees who
elected to receive RSUs and such RSUs are scheduled to vest on
March 17, 2017, provided the employee remains continuously
employed by ZAIS Group, LLC or its subsidiaries through such
date.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 |
Form of Employee Restricted Stock Units Agreement, dated December 30, 2016. |
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| 10.2 |
Form of Employee Restrictive Covenants Agreement, dated December 30, 2016. |
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About ZAIS GROUP HOLDINGS, INC. (NASDAQ:HTWO)
ZAIS Group Holdings, Inc., formerly HF2 Financial Management Inc., is a holding company, which conducts all of its operations through its operating subsidiary, ZAIS Group, LLC (ZAIS Group). ZAIS Group is an investment advisory and asset management company focused on specialized credit. ZAIS Group provides investment advisory and asset management services to private funds, separately managed accounts, structured vehicles and ZAIS Financial Corp. (ZFC REIT), which is a mortgage real estate investment trust (collectively, the ZAIS Managed Entities). The Company operates through the ZAIS Managed Entities segment. The ZAIS Managed Entities invest in a range of specialized credit instruments, including mortgage loans, bank loans, corporate credit instruments, such as collateralized debt obligations (CDOs) and collateralized loan obligations, and various securities and instruments backed by these asset classes. ZAIS Group also serves as the general partner to certain ZAIS Managed Entities. ZAIS GROUP HOLDINGS, INC. (NASDAQ:HTWO) Recent Trading Information
ZAIS GROUP HOLDINGS, INC. (NASDAQ:HTWO) closed its last trading session 00.00 at 9.70 with shares trading hands.