SecProbe.io

September 30, 2016

Via E-mail
David E. Brown , Jr.
Alston & Bird LLP
The Atlantic Building
950 F Street, NW
Washington, DC 20004 -1404

Re: Zais Financial Corp.
Schedul e TO-I
Filed September 27, 2016
File No.  005-87416

Dear Mr. Brown :

We have reviewed the above  filing and have the following comment.   All defined terms
used here have the same meaning as in the Offer to Purchase .

Offer to Purchase

General

1. Please provide us an analysis as to whether the disclosed transactions violate Rule 102(a)
of Regulation M.  In responding to this comment, please address the following questions:

 Is the conversion of Sutherland common stock into the right to receive 0.8356 shares
of common s tock of the Company a “distribution” (as defined in Rule 100(b) of
Regulation M) of the Company’s common stock?

 If so, was the offer publicized to the Company’s shareholders ahead of the filing of
the Schedule TO -I during the restricted period (i.e., begi nning with the day of mailing
the proxy solicitation materials, continuing through the end of the period in which the
target shareholders can vote on the merger/exchange and including any valuation
period, if applicable) in such a way that it would be cons idered an “attempt to induce
any person to bid for or purchase” or “bid for” the Company’s common stock during
the relevant restricted period in violation of Rule 102(a) of Regulation M?  We note
that the registration statement on Form S-4 relating to the  Merger s had specific
information as to the price and timing of the tender offer.

*     *     *

David E. Brown, Jr.
Alston & Bird LLP
September 30, 2016
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings to be certain that the filing s include the information that the Securities Exchange
Act of 1934 and all applicable Exchange Act rules require.  Since the Company  and its
management is in possession of all facts relating to the disclosure, they are responsible for the
accuracy and adequacy of the disclosures th ey have made.

 In responding to our comments, please provide a written statement from the Company
acknowledging that:

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing s;

 staff comments or changes to disclosure in  response to staff comments do not foreclose
the Commission from taking any action with respect to the filing s; and

 the Company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securi ties laws of the United States.

Please direct any questions to me at (202) 551 -3444.  You may also contact me via
facsimile at (202) 772 -9203.   Please send all correspondence to us at the following ZIP code:
20549 -3628.

Sincerely,

/s/ Perry Hindin

Perry Hindin
Special Counsel
Office of Mergers and Acquisitions