Washington, D.C. 20549



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

Date of Report (Date of earliest event reported): March 27, 2014


(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

(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 (see General Instruction A.2. below):

        o         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 8.01 Other Events.

On March 27, 2014, ZAIS Financial Corp. (the “Company”) announced that it has acquired a residential mortgage loan portfolio with an unpaid principal balance of approximately $100.4 million, utilizing approximately $60.6 million of its financing facility (the “Master Repurchase Agreement”) with Citibank, N.A. (“Citi”) to fund a portion of the purchase price.

Item 1.01 Entry into a Material Definitive Agreement

Also on March 27, 2014, the Company announced that its subsidiary, ZFC Trust (“ZFCT”), had entered into an amendment of the Master Repurchase Agreement with Citi providing ZFCT with an additional $75 million of uncommitted borrowing capacity. The remainder of the terms of the Master Repurchase Agreement remain unchanged from the terms contained in the Master Repurchase Agreement filed as Exhibit 10.1 to the Company’s Form 8-K on June 4, 2013.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off–Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this report is incorporated herein by reference.


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

  By:   /s/ Michael Szymanski
    Michael Szymanski
President and Chief Executive Officer
Date: March 27, 2014