SecProbe.io

CORRESP
1
filename1.htm

April 10, 2014

VIA EDGAR AND BY FEDERAL
EXPRESS

Tom Kluck
United States Securities and Exchange Commission
Division of
Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-0404

    Re:

    ZAIS Financial Corp.

    Registration Statement on Form
  S-3

    Filed March 14, 2014

    File No.
333-194551

Dear Mr. Kluck:

     On behalf of
our client, ZAIS Financial Corp., a Maryland corporation (the ‘‘Company’’), set
forth below are the responses of the Company to the comments of the staff of the
Division of Corporation Finance of the Securities and Exchange Commission (the
‘‘Staff’’), contained in the Staff’s letter dated April 4, 2013 (the ‘‘April 4
Letter’’), with respect to the Registration Statement on Form S-3 (File No.
333-194551), filed by the Company on March 14, 2014 (the ‘‘Registration
Statement’’). The responses are set out in the order in which the comments were
set out in the April 4 Letter and are numbered accordingly. The Company is
preparing an amendment to the Registration Statement to reflect these comments,
which it intends to file via EDGAR.

General

    1.

    Please tell us whether any of
      the selling stockholders are broker-dealers or affiliates of a
      broker-dealer. If any of the selling shareholders are broker-dealers or
      affiliates of a broker-dealer, tell us supplementally whether any of the
      selling shareholders received these shares as underwriting compensation.
      In this regard, we note that UBS Financial Services is identified as a
      record holder for certain shares. We may have additional
      comments.

    One of the stockholders included
      in the table on page 7 of the Registration Statement informed the Company
      (in connection with the questionnaire he completed and provided to the
      Company ahead of the filing of the Registration Statement) that he may be
      an affiliate of a broker-dealer. In response to the Staff's comment, we
      note that none of the shares registered under the Registration Statement
      were received as underwriting compensation.

    UBS Financial Services is
      identified as the record holder for the shares owned by Entities
      Affiliated with Jerome Kohlberg, and holds the shares in "street name". As
      noted in the same footnote, Mr. Kohlberg exercises shared voting and
      dispositive control over these shares, and, as such, UBS Financial
      Services, which does not exercise voting or dispositive control, is not
      the beneficial owner of the shares.

Selling Shareholders, page
7

    2.

    We note that the total amount
      of shares being registered pursuant to this offering appears inconsistent
      with the number of shares available for resale per your disclosure in this
      section. Please reconcile these figures or, alternatively, explain to us
      the variance.

    In the amendment to the
      Registration Statement that the Company intends to file with the Staff,
      the Company will update the total shares being registered on the cover of
      the Registration Statement so that it reconciles with the total Shares
      Being Registered in the stockholder table on page
7.

     We thank the
Staff for its attention to the Company’s filing and we look forward to hearing
from you regarding the Registration Statement. If you have any questions or
comments regarding the foregoing, or have additional questions or comments,
please contact the undersigned at 212-878-8527.

Very truly yours,

/s/ Jay L.
Bernstein
Jay L. Bernstein

Tom Kluck
Legal Branch Chief

    cc:

      Securities and Exchange
      Commission

      Jerard Gibson

      ZAIS Financial
      Corp.

      Michael Szymanski