ZFC Zais Financial Corp.

2

(1) Consists of shares of Common Stock held by Sutherland REIT Holdings, LP; the Reporting Person, as general partner of Sutherland REIT Holdings, LP, may be deemed to have the shared power to vote and dispose of such shares.

3

(1) Consists of (a) 29,156 shares of Common Stock held directly by the Reporting Person; (b) 13,733,959 shares of Common Stock held by Sutherland REIT Holdings, LP, the Reporting Person, as investment adviser to Sutherland REIT Holdings, LP, may be deemed to have the shared power to vote and dispose of such shares; and (c) 2,010,130 operating partnership units of Sutherland Partners, L.P. (“OP units”), which are exchangeable at the option of the Issuer into an equal number of shares of Common Stock, held in the aggregate by Sutherland OP Holdings I, Ltd. and Sutherland OP Holdings II, Ltd. (collectively, “OP Holdings”), the Reporting Person, as investment adviser to OP Holdings, may be deemed to have the shared power to vote and dispose of such shares.  OP Holdings intends to distribute OP units, shares of Common Stock or cash from the sales of shares of Common Stock to its investors when its investors redeem their shares of OP Holdings.

4

(1) Consists of (a) 29,156 shares of Common Stock held by Waterfall Asset Management LLC, the Reporting Person, as a member of Waterfall Asset Management, LLC, may be deemed to have the shared power to vote and dispose of such shares; (b) 13,733,959 shares of Common Stock held by Sutherland REIT Holdings, LP, the Reporting Person, as a member of Waterfall Asset Management, LLC, the investment adviser to Sutherland REIT Holdings, LP and as a member of Waterfall Management, LLC, the general partner of Sutherland REIT Holdings, LP, may be deemed to have the shared power to vote and dispose of such shares; and (c) 2,010,130 OP units, which are exchangeable at the option of the Issuer into an equal number of shares of Common Stock, held in the aggregate by OP Holdings, the Reporting Person, as a member of Waterfall Asset Management, LLC, the investment adviser to OP Holdings, may be deemed to have the shared power to vote and dispose of such shares.  OP Holdings intends to distribute OP units, shares of Common Stock or cash from the sales of shares of Common Stock to its investors when its investors redeem their shares of OP Holdings.

5

(1) The Reporting Person may be deemed to own sole voting and dispositive power over shares of Common Stock held by Jack & Robin Ross JTWROS (the “Trust”).  The Reporting Person does not serve as the trustee for the Trust and his wife is the sole beneficiary of the Trust.  The trustees of the Trust have sole voting and dispositive power with respect to securities held by the Trust.

(2) Consists of (a) 29,156 shares of Common Stock held by Waterfall Asset Management LLC, the Reporting Person, as a member of Waterfall Asset Management, LLC, may be deemed to have the shared power to vote and dispose of such shares; (b) 13,733,959 shares of Common Stock held by Sutherland REIT Holdings, LP, the Reporting Person, as a member of Waterfall Asset Management, LLC, the investment adviser to Sutherland REIT Holdings, LP and as a member of Waterfall Management, LLC, the general partner of Sutherland REIT Holdings, LP, may be deemed to have the shared power to vote and dispose of such shares; and (c) 2,010,130 OP units, which are exchangeable at the option of the Issuer into an equal number of shares of Common Stock, held in the aggregate by OP Holdings, the

6

Reporting Person, as a member of Waterfall Asset Management, LLC, the investment adviser to OP Holdings, may be deemed to have the shared power to vote and dispose of such shares.  OP Holdings intends to distribute OP units, shares of Common Stock or cash from the sales of shares of Common Stock to its investors when its investors redeem their shares of OP Holdings.

7

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.                                                          Security and Issuer.

This Schedule 13D relates to the Common Stock, $0.01 par value per share (the “Shares”), of Sutherland Asset Management Corporation, a Maryland corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 1140 Avenue of the Americas, 7 th  Fl., New York, New York 10036.

Item 2.                                                          Identity and Background.

(a)                                  This Schedule 13D is filed by Sutherland REIT Holdings, LP, a Delaware limited partnership (“SRH”), Waterfall Asset Management, LLC, a Delaware limited liability company (the “Manager”), Waterfall Management, LLC, a Delaware limited liability company (the “GP”) and the general partner of SRH, Thomas Capasse and Jack Ross, members of the Manager and GP (the foregoing collectively, the “Reporting Persons”).

(b)                                  The principle business address of each of the Reporting Persons is 1140 Avenue of the Americas, 7 th  Fl., New York, New York 10036.

(c)                                   The principal business of SRH is to hold Shares of the Issuer, and to engage in any other business permitted by law.  The Manager is a registered investment adviser and serves as investment adviser to the Issuer and SRH.  The GP is the general partner of SRH and an affiliate of the Manager.   Messrs. Capasse and Ross are members of the Manager and GP and serve as portfolio managers.

(d)                                  During the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)                                   During the last five years, no Reporting Person has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)                                    Messrs. Capasse and Ross are citizens of the United States of America.

Item 3.                                                          Source and Amount of Funds or Other Consideration.

The Reporting Persons acquired the Shares reported on this Schedule 13D on October 31, 2016 in connection with a transaction in which Sutherland Asset Management Corporation (the “Prior Entity”) merged with and into a wholly-owned subsidiary of the Issuer (formerly named Zais Financial Corp.) (the “Merger”).  The Issuer thereafter changed its name to “Sutherland Asset Management Corporation”.   The Merger was consummated pursuant to an Agreement and Plan of Merger, dated as of April 6, 2016, as amended May 9, 2016 and August 4, 2016.  Upon the closing of the Merger, each share of common stock of the Prior Entity converted into approximately 0.8356 Shares of the Issuer.

Item 4.                                                          Purpose of Transaction.

Each Reporting Person acquired the Shares held by it in connection with the Merger as defined and described in Item 3 above.  The GP expects to cause the distribution of Shares to the beneficial owners of SRH upon their request in accordance with SRH’s limited partnership agreement.

The Reporting Persons do not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as otherwise set forth in this Schedule 13D or such as would occur upon or in connection with completion of, or following, any of the actions discussed in this Schedule 13D.  The Reporting Persons may from time to time, depending on market conditions and

8

other considerations, including the relevant securities laws and any agreement or agreements that have been or may be entered into with the Issuer, purchase additional Shares or dispose of some or all of the Shares held by them, and/or make in-kind distributions of Shares to their partners, and the Reporting Persons reserve the right to change their respective intentions with respect to any or all of the matters referred to in this Item 4 of Schedule 13D.

Item 5.                                                          Interest in Securities of the Issuer.

9

Item 6.                                                          Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Other than as described herein, there are no contracts, arrangements, understandings or relationships between or amongst any of the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.                                                          Material to be Filed as Exhibits.

10

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  November 10, 2016

11

Exhibit 4

STATEMENT APPOINT DESIGNATED FILER

The undersigned entities and individuals (the “Reporting Persons”) hereby designate Waterfall Asset Management, LLC (the “Designated Filer”) to make filings of Schedules 13D (and any amendments thereto) pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) with respect to the securities of Sutherland Asset Management Corporation (the “Company”).

Each Reporting Person hereby further authorizes and designates the Designated Filer to execute and file on behalf of such Reporting Person the reports with respect to the securities of the Company, including all Schedule 13D and any amendments thereto, that the Reporting Person may be required to file with the United States Securities and Exchange Commission as a result of the Reporting Person’s ownership of, or transactions in, securities of the Company.

The authority of the Designated Filer under this document with respect to each Reporting Person shall continue until such Reporting Person is no longer required to file Schedule 13D with respect to the Reporting Person’s ownership of, or transactions in, securities of the Company, unless earlier revoked in writing. Each Reporting Person acknowledges that the Designated Filer is not assuming any of the Reporting Person’s responsibilities to comply with Section 13(d) or Section 16 of the Exchange Act.

12