Filed pursuant to Rule 424(b)(1)

Registration No. 333-214896

GWG HOLDINGS, INC.

Maximum of 150,000 Shares of Series 2 Redeemable Preferred Stock

We are offering a maximum of 150,000 shares of our Series 2 Redeemable Preferred Stock, par value $.001 per share. Each share of Series 2 Redeemable Preferred Stock will have an initial stated value of $1,000 per share, which is the price at which the Series 2 Redeemable Preferred Stock will be publicly offered and sold. The Series 2 Redeemable Preferred Stock will not be certificated. The Series 2 Redeemable Preferred Stock ranks senior to our common stock with respect to payment of dividends and distribution of amounts upon our liquidation, dissolution or winding up, and pari passu with the rights of our Redeemable Preferred Stock and our Series A Convertible Preferred Stock. Holders of our Series 2 Redeemable Preferred Stock will have no voting rights.

Each share of Series 2 Redeemable Preferred Stock has an initial stated value of $1,000 per share, and may be partially converted into our common stock at a conversion price equal to the volume-weighted average price of our common stock for the 20 trading days prior to the date of conversion (discounted, based on the number of years your preferred stock has been held, as described below), subject, however, to a minimum conversion price of $12.75 per common share, and a maximum of 10% of the stated value of the preferred shares being convertible (i.e., a maximum of approximately 7.84 common shares for each share of converted preferred stock), subject to equitable adjustment. Our common stock trades on The NASDAQ Capital Market under the symbol “GWGH.” Our Series 2 Redeemable Preferred Stock, however, does not trade on any national securities exchange or over-the-counter market.

We are an “emerging growth company” under applicable law and are subject to reduced public company reporting requirements. Please read the disclosures on page 9 of this prospectus for more information. Investing in our securities involves a high degree of risk, including the risk of losing your entire investment. You should carefully read and consider “Risk Factors” included in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q, and those on page 15 of this prospectus and in any applicable prospectus supplement before investing in our securities.

Please read this prospectus before investing and keep it for future reference. We file annual, quarterly and current reports with the SEC. This information will be available free of charge by contacting us at 220 South Sixth Street, Suite 1200, Minneapolis, Minnesota 55402 or by phone at (612) 746-1944 or on our website at www.gwgh.com. The SEC also maintains a website at www.sec.gov that contains such information.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

		Per Share			Maximum Offering
Public offering price		$	1,000		$	150,000,000
Selling commissions(1)(3)		$	60		$	9,000,000
Additional compensation(2)(3)		$	20		$	3,000,000
Proceeds, before expenses, to us		$	920		$	138,000,000

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(1)      Selling commissions will equal 6.00% of aggregate gross proceeds, and be payable to each soliciting broker-dealer authorized by us and Emerson Equity LLC, the managing broker-dealer or “dealer manager” for this offering.

(2)      Additional compensation consists of (i) a non-accountable expense allowance of up to 0.60% of gross offering proceeds, (ii) an accountable expense allowance of up to 0.40% of gross offering proceeds, (iii) a dealer manager fee (payable only to the dealer manager) of 0.40% of gross offering proceeds for managing and coordinating the offering, (iv) a wholesaling fee (payable only to the wholesalers, who are employees of the Company and associated with the dealer manager) of 0.50% of gross offering proceeds, and (v) non-cash compensation of up to 0.10% of gross offering proceeds. Aggregate additional compensation will not exceed 2.00% of gross offering proceeds. The dealer manager may reallow up to 0.60% of additional compensation to other soliciting broker-dealers. The amount of the reallowance to any soliciting broker-dealer will be determined by the dealer manager in its sole discretion.

(3)      The combined selling commissions and additional compensation for this offering will not exceed 8.00% of the aggregate gross proceeds of this offering.

The dealer manager for this offering is Emerson Equity LLC. The dealer manager is not required to sell any specific number or dollar amount of securities, but will use its “best efforts” to sell the securities offered. The minimum permitted purchase is generally $10,000, but we may accept purchases of less than $10,000 in our discretion. We may terminate this offering at any time or may offer Series 2 Redeemable Preferred Stock pursuant to a new registration statement.

We will sell Series 2 Redeemable Preferred Stock through Depository Trust Company, or “DTC,” settlement. We will also sell Series 2 Redeemable Preferred Stock through direct settlement with the Company. See “How to Purchase Shares” and “Plan of Distribution” for a description of this settlement method.

EMERSON EQUITY LLC

as Dealer Manager

The date of this prospectus is February 14, 2017

 

TABLE OF CONTENTS

		Page
ABOUT THIS PROSPECTUS		1
INDUSTRY AND MARKET DATA		1
HOW TO PURCHASE SHARES		1
COVERED SECURITY		1
FREQUENTLY ASKED QUESTIONS ABOUT THIS OFFERING		3
PROSPECTUS SUMMARY		6
RISK RELATING TO FORWARD-LOOKING STATEMENTS		14
RISK FACTORS		15
USE OF PROCEEDS		21
BUSINESS		23
EXECUTIVE COMPENSATION		46
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		50
DESCRIPTION OF SECURITIES OFFERED		52
PLAN OF DISTRIBUTION		56
MATERIAL FEDERAL INCOME TAX CONSIDERATIONS		59
STATE, LOCAL AND FOREIGN TAXES		66
LEGAL MATTERS		66
EXPERTS		66
WHERE YOU CAN FIND MORE INFORMATION		66
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		67

GWG Holdings, Inc.
220 South Sixth Street, Suite 1200
Minneapolis, MN 55402
Tel: (612) 746-1944
Fax: (612) 746-0445

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ABOUT THIS PROSPECTUS

We have prepared this prospectus as part of a registration statement that we filed with the SEC for our offering of Series 2 Redeemable Preferred Stock. The registration statement we filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this prospectus and certain information that is incorporated by reference. You should read this prospectus, the related exhibits filed with the SEC, together with additional information described below under “Where You Can Find More Information,” and the documents that are incorporated, or deemed to be incorporated, by reference into this prospectus. This prospectus contains summaries of certain other documents, which summaries contain all material terms of the relevant documents and are believed to be accurate, but reference is hereby made to the full text of the actual documents for complete information concerning the rights and obligations of the parties thereto. Such information necessarily incorporates significant assumptions, as well as factual matters. All documents relating to this offering and related documents and agreements, if readily available to us, will be made available to a prospective investor or its representatives upon request.

You should rely only on the information contained in this prospectus. Neither we nor the dealer manager have authorized any other person to provide you with any information different from that contained in this prospectus or information furnished by us upon request as described herein. The information contained in this prospectus is complete and accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or sale of our shares. In this prospectus, we use the term “day” to refer to a calendar day, and we use the term “business day” to refer to any day other than Saturday, Sunday, a legal holiday or a day on which banks in New York City are authorized or required to close.

No information contained herein, nor in any prior, contemporaneous or subsequent communication should be construed by a prospective investor as legal or tax advice. Each prospective investor should consult its, his or her own legal, tax and financial advisors to ascertain the merits and risks of the transactions described herein prior to purchasing the Series 2 Redeemable Preferred Stock. This written communication is not intended to be “written advice,” as defined in Circular 230 published by the U.S. Treasury Department.

INDUSTRY AND MARKET DATA

The industry and market data used throughout this prospectus have been obtained from our own research, surveys or studies conducted by third parties and industry or general publications. Industry publications and surveys generally state that they have obtained information from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. We believe that each of these studies and publications is reliable.

HOW TO PURCHASE SHARES

If, after carefully reading this entire prospectus, obtaining any other information requested and available, and being fully satisfied with the results of pre-investment due-diligence activities, you would like to purchase the Series 2 Redeemable Preferred Stock offered hereby, you may purchase the shares through DTC (Depository Trust Company) settlement or direct settlement with the Company.

For DTC settlement, your broker-dealer must be a participant in the DTC system. In such a case, you can place an order for the purchase of shares through your broker-dealer. A broker-dealer using this service will have an account with DTC in which your funds will be placed to facilitate your purchase in this offering. Orders will be executed by your broker-dealer electronically and you must coordinate with your broker-dealer’s registered representative to pay the full purchase price for the shares by the settlement date. Orders may be placed at any time, and the settlement date will be the date on which your purchase is accepted and consummated. You will be credited with ownership of the shares on the settlement date. Your purchase price for the shares purchased in this way will not be held in escrow.

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When settling a purchase directly with the Company, you will send your completed and executed Subscription Agreement, together with your subscription amount, to the address listed below. Your subscription amount should be paid through a certified check or personal check payable to the order of “GWG Holdings, Inc. — Subscription Account.” In lieu of paying by check, you may wire your subscription amount to the account referenced below.

Securities Transfer Corp.
2901 N. Dallas Parkway, Suite 380
Plano, TX 75093

Wire Instructions
Securities Transfer Corp. as Agent
for GWG Holdings, Inc.
Account: 4037176
Routing:  111924392
Bank Name:  First National Bank
Southwest

Your broker-dealer or professional will gather and send in the required information on your behalf, and may facilitate your payment of the subscription amount. Once we have received your subscription amount and required documentation, we will either reject or accept your subscription. Once accepted, we will have immediate access to your subscription amount and we will issue you, in book-entry form, the Series 2 Redeemable Preferred Stock you have purchased.

COVERED SECURITY

Our Series 2 Redeemable Preferred Stock is a “covered security.” The term “covered security” applies to securities exempt from state registration pursuant to Section 18 of the Securities Act of 1933. Generally, securities listed on national exchanges are the most common type of covered security exempt from state registration. A non-traded security also can be a covered security if it has a seniority greater than or equal to other securities from the same issuer that are listed on a national exchange. Our Series 2 Redeemable Preferred Stock is a covered security because it will be senior to our common stock, which is listed on The NASDAQ Capital Market, and therefore our offering of this preferred stock is exempt from state registration.

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FREQUENTLY ASKED QUESTIONS ABOUT THIS OFFERING

What is this offering?

GWG Holdings, Inc. is offering to sell 150,000 shares of Series 2 Redeemable Preferred Stock. This preferred stock will pay a 7.0% per annum cumulative dividend, and will be callable at our discretion, in whole or in part, at any time and from time to time. In addition, investors may request redemption of this preferred stock once per calendar quarter, subject, however, to our ultimate discretion as to whether to honor such a request, and further subject to an applicable redemption fee. In addition, investors may themselves elect to convert some of their preferred shares into our common stock.

Are there minimum purchase requirements for this offering?

The shares will sell for $1,000 per share. The minimum purchase is 10 shares and there is no maximum purchase. There is no aggregate minimum number of shares of Series 2 Redeemable Preferred Stock that must be subscribed for, or related proceeds that must be received, before we can accept subscriptions and access investor funds.

What do you mean by “preferred stock?”

Preferred stock means that, in the event of the liquidation of our Company, the holder of this stock will receive preferential treatment as compared to holders of certain other stock or equity in the Company. In this case, the holders of this preferred stock would receive payment of accrued and declared but unpaid dividends, plus the stated value of their preferred stock (i.e., the original purchase price), before the holders of junior equity, such as our common stock. This preferred stock will also entitle its holders to preferred dividends, meaning that dividends on this stock must be paid prior to dividend payments being made to holders of junior equity, such as our common stock. This preferred stock does not, however, have any voting rights. Our Company has earlier issued other series of preferred stock denominated “Redeemable Preferred Stock” and “Series A Convertible Preferred Stock,” and with respect to both liquidation and dividend-payment rights, the Series 2 Redeemable Preferred Stock offered hereby will be pari passu with that earlier issued Redeemable Preferred Stock and Series A Convertible Preferred Stock.

Will I be able to receive any of my dividend payments in the form of additional shares of preferred stock?

Yes, however, we (the Company) will decide whether to issue dividends in the form of cash or additional shares of preferred stock. We do not anticipate that purchasers of the Series 2 Redeemable Preferred Stock will be able to express any preference in this regard, or affect any decision on our part to pay dividends in cash or in stock.

Are the dividends paid on this stock taxable?

Yes, the dividends you receive on the preferred stock are taxable in the period in which you receive the dividends. We believe that dividends paid on this stock may be eligible for taxation as “qualified dividend income,” which means a tax rate of 15–20% may apply to this income depending on the ordinary income marginal tax bracket in which an investor is taxed. Investors will receive an IRS form 1099-DIV for the tax year in which a dividend is paid. Investors should consult with their own tax advisor regarding tax consequences.

Is my investment guaranteed?

No. As with almost any investment, there is a risk of loss. Before you invest in our Series 2 Redeemable Preferred Stock you should read the entire prospectus and understand the risks associated with this investment. In particular, you should carefully read the “Risk Factors” section of this prospectus together with the risk disclosures incorporated into this prospectus by reference. We encourage you to review all of our disclosures about this offering and to ask questions of us and consult with your advisors about any questions you may have regarding this offering.

Can I resell or transfer my shares after they have been purchased?

Yes. It will be legally possible to sell or transfer the shares you purchase in this offering since these securities are being offered and sold pursuant to a registration statement and will not therefore be “restricted” under applicable law. We do not, however, expect a public trading market to develop for the Series 2 Redeemable Preferred Stock in the

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foreseeable future, if ever. If you wish to transfer your preferred shares held in book-entry form, you should contact us. If you wish to transfer your preferred shares held through DTC, you should contact your broker-dealer.

Will it be possible, at some point, to redeem the preferred shares for cash?

You will be entitled once per calendar quarter to request redemption of your preferred stock at a redemption price equal to the stated value of such redeemed shares, plus any accrued but unpaid dividends thereon. In some cases, however, a redemption fee may apply. After the third anniversary of the issuance of the preferred shares, no redemption fee will apply.

You should understand that we will not be obligated to redeem your preferred shares upon request. Even if we accept your redemption request, our obligation to consummate a redemption will be limited to the extent that we have sufficient funds available to fund any such redemption, which is a determination we will make in our sole and complete discretion. Our obligation to consummate a redemption we have earlier agreed to make will be further limited by applicable law, any restrictions in our Certificate of Incorporation, and any borrowing agreements to which we or our subsidiaries are a party or are otherwise bound. To the extent we are unable to complete redemptions we may have earlier agreed to make, we will consummate those redemptions promptly after we become able to do so, with all such deferred redemptions being satisfied on a prorated basis, regardless of the order in which we received the related requests. See “Description of Securities Offered.” See also “Risk Factors — You may not be able to redeem your preferred shares when and as you wish.”

If I have an emergency, can I get any of my money when I need it?

Preferred stock is an equity investment and we are not obligated to redeem your shares unless and until we call the stock for redemption (please see the discussion immediately above for more detail). You should take this into account before you purchase our preferred stock. You should not count on us redeeming any stock if you have an emergency need for the money. There are, however, certain circumstances — such as upon your death, bankruptcy or total disability—where we will, if legally possible, redeem your shares upon your request. These circumstances are discussed immediately below.

If I die, will you repurchase my preferred stock?

Not automatically. The legal representative of your estate will, however, have the right to request that we redeem your preferred shares. If we receive adequate documentation evidencing your death, we will honor this kind of repurchase request without any penalty if we are permitted by applicable law, our Certificate of Incorporation, and our borrowing agreements to do so. In the absence of a repurchase request by your estate, your preferred stock will go to your estate for distribution according to your will or the applicable laws of intestacy, and be paid out when called by us or through your estate’s exercise of a redemption request. The Certificate of Designation for our Series 2 Redeemable Preferred Stock, which governs the rights, preferences and privileges of the preferred shares, contains similar rights to request redemption in the event of a bankruptcy or your total disability. Please see “Description of Securities Offered” for important details about these rights.

Will I receive a stock certificate?

No. Stock certificates will not be issued. Your ownership will be noted as Series 2 Redeemable Preferred Stock in our stock register.

What if I need proof of ownership of my investment in GWG?

At your request, we will confirm in writing your investment in our Series 2 Redeemable Preferred Stock.

Can I convert some of my preferred stock into shares of common stock?

Yes. Holders of this preferred stock may partially convert the preferred stock into common stock. When this is done, the conversion price at which common shares are issued will equal the volume-weighted average price of our common stock for the 20 trading days immediately prior to the date on which your notice of conversion is delivered to us (discounted, based on the number of years the preferred stock has been held, as described below), but subject to a minimum conversion price of $12.75 per common share. Nevertheless, a holder’s right to convert is limited to a maximum

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of 10% of the stated value of their preferred shares (i.e., approximately 7.84 shares of common stock for each share of preferred stock converted). In such a case, the remaining unconverted portion of your preferred stock will remain as a fractional share of Series 2 Redeemable Preferred Stock.

Your right to convert preferred shares into common shares will be suspended in the event that we call your preferred shares for redemption. For more information, please see “Description of Securities Offered.”

Could my subscription be refused?

Yes. Your subscription must be approved by us. We have the right to reject any subscription for any reason.

Who might benefit from an investment in our Company?

An investment in our Company and our preferred stock may be beneficial for you if seek to add to your personal portfolio an investment focused in our industry or that is otherwise not correlated to the financial markets, and are able to hold your investment indefinitely. Our preferred stock will not be an appropriate investment for persons who need or may need immediate liquidity.

How long will this offering last?

The offering is a continuous offering. Under SEC rules, the offering under this registration statement will expire after three years from the date of its effectiveness. We may, however, conduct similar or identical offerings during this same time or afterwards. We may also decide to terminate this offering at any time.

Will I be notified of how my investment is doing?

We will provide you with periodic updates on our performance through periodic filings we make with the SEC. Such filings will include: (i) three quarterly financial reports; (ii) one annual report; (iii) supplements and amendments to this offering, as appropriate; and (iv) such other reports as required under Sections 13 and 15(d) of the Securities Exchange Act of 1934. Such information is also available on our corporate website at www.gwgh.com.

Who can help answer my questions about the offering?

If you have more questions about the offering, you should contact a registered representative of your broker-dealer or other investment professional, or else contact:

GWG Holdings, Inc.
220 South Sixth Street, Suite 1200
Minneapolis, MN 55402
(612) 746-1944

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RISK RELATING TO FORWARD-LOOKING STATEMENTS

Certain matters discussed in this prospectus contain forward-looking statements. These forward-looking statements are subject to risks, uncertainties and assumptions about our operations and the investments we make, including, among other things, factors discussed under the heading “Risk Factors” in this prospectus and the following:

•         changes in the secondary market for life insurance;

•         changes resulting from the evolution of our business model and strategy with respect to the life insurance industry;

•         our limited operating history;

•         the valuation of assets reflected on our financial statements;

•         the reliability of assumptions underlying our actuarial models, including our life expectancy estimates;

•         our reliance on debt financing;

•         risks relating to the validity and enforceability of the life insurance policies we purchase;

•         risks relating to our ability to license and effectively apply technologies to improve and expand the scope of our business;

•         our reliance on information provided and obtained by third parties;

•         federal, state and FINRA regulatory matters;

•         competition in the secondary market of life insurance;

•         the relative illiquidity of life insurance policies;

•         our ability to satisfy our debt obligations if we were to sell our entire portfolio of life insurance policies;

•         life insurance company credit exposure;

•         cost-of-insurance (premium) increases on our life insurance contracts;

•         general economic outlook, including prevailing interest rates;

•         performance of our investments in life insurance policies;

•         financing requirements;

•         litigation risks;

•         restrictive covenants contained in borrowing agreements; and

•         our ability to make cash distributions in satisfaction of dividend obligations and redemption requests.

Forward-looking statements can be identified by the use of words like “believes,” “could,” “possibly,” “probably,” “anticipates,” “estimates,” “projects,” “expects,” “may,” “will,” “should,” “seek,” “intend,” “plan,” “expect,” or “consider” or the negative of these expressions or other variations, or by discussions of strategy that involves risks and uncertainties. All forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual transactions, results, performance or achievements to be materially different from any future transactions, results, performance or achievements expressed or implied by such forward-looking statements.

We base these forward-looking statements on current expectations and projections about future events and the information currently available to us. Although we believe that the assumptions for these forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. Consequently, no representation or warranty can be given that the estimates, opinions, or assumptions made in or referenced by this prospectus will prove to be accurate. Some of the risks, uncertainties and assumptions are identified in the discussion entitled “Risk Factors” in this prospectus. We caution you that the forward-looking statements in (or incorporated by reference into) this prospectus are only estimates and predictions, or statements or current intent. Actual results or outcomes, or actions that we ultimately undertake, could differ materially from those anticipated in the forward-looking statements due to risks, uncertainties or actual events differing from the assumptions underlying these statements.

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RISK FACTORS

An investment in our securities involves a high degree of risk. Before purchasing the securities offered by this prospectus, you should carefully consider the risks, uncertainties and additional information (i) set forth in our most recent Annual Report on Form 10-K filed with the SEC on March 22, 2016, our Quarterly Reports on Form 10-Q filed on with the SEC on November 10, August 12, and May 13, 2016, Current Reports on Form 8-K filed with the SEC on April 28, August 16, August 19, September 19, November 8, 2016, and our definitive proxy statement filed with the SEC on March 4, 2016, all which are incorporated by reference into this prospectus, and (ii) contained herein or in any supplement to this prospectus. For a description of these reports and documents, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents By Reference.” The risks and uncertainties in this prospectus and in the documents incorporated, or deemed to be incorporated, by reference into this prospectus are those that we currently believe may materially impact the Company. Additional risks not presently known or are currently deemed immaterial could also materially and adversely affect our financial condition, results of operations, business and prospects.

There is no public market for our Series 2 Redeemable Preferred Stock and we do not expect one to develop.

There is no public market for our Series 2 Redeemable Preferred Stock offered in this offering, and we currently have no plan to list this stock on a securities exchange or to include these shares for quotation on any automated quotation system or other over-the-counter market. If you are able to sell your preferred stock, you may only be able to sell them at a substantial discount from the price you paid. Therefore, you should purchase the preferred stock only as a long-term investment. Holders of these preferred shares may request that we redeem their shares, with the redemption price payable in cash. Nevertheless, we will have no obligation to redeem preferred shares upon a redemption request made by a holder. Even if we initially agree to redeem preferred shares upon request, we will not be required to consummate a redemption if we do not have sufficient funds available to fund that redemption and, in this regard, the Certificate of Designation for the Series 2 Redeemable Preferred Stock provides us with ultimate discretion to determine whether we are in possession of “sufficient funds” to fund a redemption request.

We will be required to terminate this offering if our common stock is no longer listed on The NASDAQ Capital Market or another national securities exchange.

Our Series 2 Redeemable Preferred Stock is a “covered security” and therefore is not subject to registration under the state securities (i.e., blue sky), regulations in the various states in which it may be sold due to its seniority to our common stock, which is listed on The NASDAQ Capital Market. If our common stock is no longer listed on The NASDAQ Capital Market or another national securities exchange, we will be required to register this offering in any state in which we subsequently offer the Series 2 Redeemable Preferred Stock. This would almost certainly require the termination of this offering and could result in our raising an amount of gross proceeds that is substantially less than the amount of the gross proceeds we expect to raise if the maximum offering is sold. This would reduce our ability to make additional investments and limit the diversification of our portfolio and meet the other business goals we seek with the proceeds of this offering.

There may not be a broad market for our common stock, which may cause our common stock to trade at a discount and make it difficult for you to sell the common stock into which your Series 2 Redeemable Preferred Stock is convertible.

Our common stock into which the Series 2 Redeemable Preferred Stock is partially convertible trades on The NASDAQ Capital Market under the symbol “GWGH.” Listing on The NASDAQ Capital Market or another national securities exchange does not ensure an actual or active market for our common stock. Accordingly, an actual or active market for our common stock may not be maintained, the market for our common stock may not be liquid, the holders of our common stock may be unable to sell their shares of our common stock, and the prices that may be obtained in a sale of our common stock that your receive upon the conversion of your preferred shares may not reflect the underlying value of our assets and business.

You may not be able to redeem your preferred shares when and as you wish.

You will be entitled periodically to request redemption of all or a portion of your Series 2 Redeemable Preferred Stock. Nevertheless, there is no assurance that we will be able, or willing, to redeem those shares as you may request.

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Even in a situation in which we initially agree to redeem your preferred shares, the Certificate of Designation for the Series 2 Redeemable Preferred Stock contains limitations on our ability to consummate a redemption of preferred shares in connection with a redemption request, and also provides us with discretion to decline those requests. For example, if either our Certificate of Incorporation or applicable law prohibits us from using funds to redeem your preferred shares when requested, we will not be under any obligation to redeem those shares. Similarly, if we or any of our subsidiaries are parties to (or otherwise bound by) an agreement under which we or they have borrowed money, and the consummation of a redemption request would trigger a breach of the borrowing agreement, then we will not be under any obligation to complete a redemption of those shares as requested. Finally, and importantly, the Certificate of Designation provides us with the right to decline to complete a redemption in connection with a request in the event we determine that we do not have sufficient funds to fund a redemption request. In this regard, the Certificate of Designation grants us, the Company, with the complete discretion to determine whether or not we have “sufficient funds” to fund a redemption.

All of these provisions discussed above are in the nature of restrictions and limitations on an investor’s ability to complete a redemption of his, her or its investment in our preferred shares, and none of these restrictions and limitations (or the determinations upon which they are based) will be within your control. These provisions together create the risk that you, if you invest in these preferred shares, may not be able to redeem your preferred stock when and as you wish. As such, we believe that a purchase of shares in this offering is suitable only for investors who will have no need for immediate liquidity in their investment.

We will be able to call your preferred shares for redemption under certain circumstances without your consent.

We will have the ability to call and redeem the outstanding shares of Series 2 Redeemable Preferred Stock at any time and from time to time, in whole or in part. We can exercise this right without your consent. If we exercise this right, upon our redemption of your preferred shares we will pay 100% of the stated value per share being redeemed, plus any accrued and unpaid dividends thereon. If we redeem your preferred shares prior to the one-year anniversary of your purchase of those shares, we will also pay an additional amount equal to one year’s worth of dividends on your redeemed preferred shares (i.e., resulting in an effective redemption price of no less than 107% of the stated value of the preferred shares being redeemed).

Our limited operating history makes it difficult for you to evaluate our likely performance and this investment.

We are a company with a limited history, which makes it difficult to accurately forecast our earnings and cash flows. During the nine months ended September 30, 2016, we incurred a net loss of $42,000. During the year ended December 31, 2015, we incurred a net loss of $6.0 million, and in the year ended December 31, 2014, we incurred a net loss of $6.1 million. Our lack of a significant history and the evolving nature of the market in which we operate make it likely that there are risks inherent in our business that are yet to be recognized by us or others, or not fully appreciated, and that could result in us earning less than we anticipate or even suffering further anticipated or unanticipated losses. As a result of the foregoing, an investment in our securities necessarily involves uncertainty about the stability of our earnings, cash flows and, ultimately, our ability to service and repay our debt and meet our other obligations. Moreover, we have limited income, cash flow, funds from operations and cash available for distribution from which we can make dividend distributions to holders of the Series 2 Redeemable Preferred Stock.

You should consider our prospects in light of the risks, uncertainties and difficulties frequently encountered by companies like ours that do not have a substantial operating history, many of which may be beyond our control.

We depend upon cash distributions from our subsidiaries, and contractual restrictions on distributions to us or adverse events at one of our operating subsidiaries could materially and adversely affect our ability to pay our debts and to continue to operate our business, which may harm our financial position and cash flow and potentially impact our ability to pay dividends on or satisfy redemptions for the Series 2 Redeemable Preferred Stock.

As its name suggests, GWG Holdings, Inc. is a holding company. As a holding company, we conduct our operations through our operating subsidiaries, and our only significant assets are the capital stock of our subsidiaries. Accordingly, our ability to meet our cash obligations, including our obligations under the Series 2 Redeemable Preferred Stock, depends in material part upon the ability of our subsidiaries to make cash distributions to us. In this regard, the ability of our subsidiaries to make distributions to us is, and will continue to be, restricted by certain negative covenants in the agreement governing our revolving credit facilities.

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If any of these contractual limitations were to materially impede the flow of cash to us, such fact would materially and adversely affect our ability to pay cash dividends on or redeem this preferred stock. In addition, any adverse event at the subsidiary level, such as a declaration of bankruptcy, liquidation or reorganization or an event of default under our revolving credit facility, could materially and adversely affect the ability of our subsidiaries to make cash distributions to us. Just as with a material contractual impediment to cash flow, any such subsidiary corporate event would materially and adversely affect our ability to service and repay our debt and to pay cash dividends on or redeem these preferred shares, and could negatively impact our ability to continue operations.

We cannot guarantee we will be able to make cash distributions in satisfaction of dividend obligations.

Holders of Series 2 Redeemable Preferred Stock are entitled to receive, when and as authorized by our Board of Directors and declared by us out of legally available funds, cumulative cash dividends on each share of preferred stock at an annual rate of 7.0% of the stated value. We expect to pay dividends on the Series 2 Redeemable Preferred Stock monthly. Nevertheless, provisions of Delaware law, our Certificate of Incorporation, or our borrowing agreements, may prohibit us from doing so. If our Board of Directors does not declare and pay cash dividends, and if they do not choose to satisfy our dividend-payment obligations by issuing additional shares of preferred stock, then unpaid dividends will cumulate.

We established the offering price for the preferred stock pursuant to negotiations among us and our dealer manager and, as a result, the actual value of your investment may be substantially less than what you pay.

The selling price of this preferred stock has been determined pursuant to negotiations among us and the dealer manager, based upon the following primary factors: the economic conditions in and future prospects for the industry in which we compete; our prospects for future earnings; an assessment of our management; the present state of our development; the prevailing conditions of the equity securities markets at the time of this offering; and current market valuations of public companies considered comparable to our company. Because the offering price is not based upon any independent valuation, the offering price is not indicative of the proceeds that you would receive upon a sale of those securities or our liquidation.

The Series 2 Redeemable Preferred Stock will be subordinate in right of payment to any corporate-level debt that we incur, and your interests could be diluted by the issuance of additional preferred stock and by other transactions.

The Series 2 Redeemable Preferred Stock will be subordinate in right of payment to any corporate-level debt that we incur. The credit agreement for one of our credit facilities includes, and future debt we incur may include, restrictions on our ability to pay cash dividends on our preferred stock, including the Series 2 Redeemable Preferred Stock. The issuance of additional preferred stock on a parity with or senior to the Series 2 Redeemable Preferred Stock would dilute the interests of the holders of this preferred stock, and any issuance of preferred stock senior to the Series 2 Redeemable Preferred Stock or of additional indebtedness could affect our ability to pay cash dividends on, redeem or ultimately pay the liquidation preference on the Series 2 Redeemable Preferred Stock. The Series 2 Redeemable Preferred Stock does not contain any provision affording the holders of these preferred shares protection in the event of a highly leveraged or other transaction, including a merger or the sale, lease or conveyance of all or substantially all of our assets or business, that might adversely affect the holders of these preferred shares.

Our ability to redeem these preferred shares may be limited by Delaware law.

Under Delaware law, a corporation may redeem stock as long as, after giving effect to the redemption, the corporation is able to pay its debts as they become due in the usual course (the equity solvency test) and its total assets exceed the sum of its total liabilities plus, unless its charter permits otherwise, the amount that would be needed, if the corporation were to be dissolved at the time of the redemption, to satisfy the preferential rights upon dissolution of stockholders when preferential rights on dissolution are superior to those whose stock is being redeemed (the balance sheet solvency test). If we were insolvent at any time a redemption of these preferred shares is requested or otherwise required to be made, we would not be able to effect that redemption.

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We have no obligation to contribute to a sinking fund to retire the Series 2 Redeemable Preferred Stock, nor is this preferred stock guaranteed by any governmental agency.

We have no obligation to contribute to a sinking fund with respect to the Series 2 Redeemable Preferred Stock, and our obligations under this preferred stock are not guaranteed by any depositary institution. Further, no governmental entity insures or guarantees payment on this preferred stock if we do not have enough funds to make principal or interest payments.

Actual results from our life insurance portfolio may not match our expected results, which could adversely affect our ability to make distributions.

Our business model relies on achieving actual results from our portfolio of life insurance assets that are profitable. In this regard, we expect to receive cash flows from our investments in life insurance policy assets over time. We believe that the larger the portfolio we own (in terms of mortality diversification), the greater the likelihood that we will receive cash flows that better meet our expectations. To our knowledge, rating agencies generally suggest that portfolios of life insurance policies be diversified enough to achieve actuarial stability in receiving expected cash flows from underlying mortalities. For instance, in a study published in 2016, A.M. Best concluded that at least 300 lives are necessary to narrow the band of cash flow volatility and achieve actuarial stability, while Standard& Poor’s has indicated that stability is unlikely to be achieved with a pool of less than 1,000 lives. As of September 30, 2016, we owned life insurance policies covering 562 lives. Accordingly, while there is a risk with a portfolio of any size that actual cash flows may be less predictable than expected, we believe that the risk is higher when our current portfolio is smaller than rating agency recommendations.

Although we plan to expand the number of life insurance policies we own using proceeds raised from this offering, we may be unable to meet this goal if sufficient financing from capital sources is not available or is available only on unfavorable or unacceptable terms. Furthermore, even if our portfolio reaches the size we desire, we still may experience differences between our expected cash flows and our actual cash flow. Any resulting reduction in our revenues and net income could cause a resulting decrease in our cash available for distributions.

Cost-of-insurance (premium) increases could materially and adversely affect our financial condition and our profitability.

We are subject to the risk of increased cost-of-insurance (COI) charges (i.e., premium charges) for the universal life insurance policies we own in our portfolio. Approximately 10% of the policies in our portfolio have premium levels that are guaranteed, under the terms of the policy, to keep the policy’s death benefit in force even in a situation where the policy’s cash account has been wholly depleted. We fund the remaining 90% of our policies to pay “non-guaranteed COI charges,” and therefore we are subject to the risk that the insurer could increase the COI charges for the policy. In all cases, the amount or rate of increase is subject to limits set forth in the insurance policy. Because very few of the policies we own have significant cash account value balances, any COI increase will require us to use more cash to satisfy the minimum premium amount required to keep the policy in force.

A COI increase can be expected to impair the value of the affected policy because extra expense (additional premium amounts) will be required to keep the policy in force, and such extra expense will diminish the economic value (return) of the policy upon the mortality of the insured. As a result, any widespread COI increases in policies owned in our portfolio would likely have a material and adverse effect on the value of our portfolio, which in turn would materially and adversely affect our financial condition and our profitability.

We may not be able to raise the capital that we are seeking, and may be unable to meet our overall business objectives of growing a larger, more statistically diverse portfolio of life insurance policies without the proceeds from our securities offerings.

Our offer and sale of preferred stock and our L Bond offering are the principal means by which we intend to raise funds needed to meet our goal of growing a larger and more statistically diverse portfolio likely to meet our cash flow projections. While we plan to continue financing our business, if we are unable to continue to do so for any reason we may be unable to meet our goal. In addition, if actual cash flows from our portfolio of life insurance policies do not occur as our actuarial projections have forecasted, we could be forced to sell our investments in life insurance policies in order to service or satisfy our debt-related obligations. If we are forced to sell investments in life insurance policies or our entire portfolio, we may be unable to sell them at prices we believe are optimal, and may not be able to sell them

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at prices that approximate the discount rate we have applied to value our portfolio, particularly if our sale of policies occurs at a time when we are (or are perceived to be) in distress. In any such event, our business and the value of our securities, including these preferred shares, may be materially and adversely impacted.

Inaccuracies in the life expectancy estimates and mortality curves we use for small face policies could have a material and adverse effect on our results of operation and financial condition.

As of September 30, 2016, we owned 306 “small face” life insurance policies (i.e., a policy with $1 million in face value benefits or less) having $164 million in face value of insurance benefits. The underwriting processes and mortality curves we use to evaluate, price and purchase small face policies may be different from, and, as a result, may not be as reliable as, the processes we use for life insurance policies with larger face values of benefits. While we obtain life expectancy reports from third-party evaluators based on medical evidence, the processes used to develop these life expectancy reports are less extensive than traditional methods. Although we have professional actuarial guidance in the use and application of mortality curves to price and value small face policies, the application of these mortality curves may not be as reliable as, or more subject to adjustment than, the processes we use for larger face value of benefits. As the face value of our small face policies increases relative to the size of our total portfolio, the accuracy with which we have estimated life expectancies and mortality curves for these policies will become increasingly material to our business. Any shortcomings in the processes we have used to evaluate, price, purchase and value the small face policies we own could have a material and adverse effect on our results of operation and financial condition. Any such outcomes would likely have a negative and possibly material effect on the price of our common stock and our ability to satisfy our debts and pay cash dividends.

We may in the future rely, in part, on new and unproven technology as part of our underwriting processes. If the mortality predictions we obtain through use of this technology proves inaccurate, our results of operation and financial condition could be materially and adversely affected.

We recently exercised our option to license, on an exclusive basis for use in the life insurance industry, new technology (which we call “M-Panel” technology) that we believe may be applied to assist us with mortality predictions in the course of underwriting and valuing life insurance policies. This M-Panel technology, however, has not yet been commercially applied in the manner we envision, and it is possible that we will be unable to elicit more accurate mortality predictions through its use. It is also possible that the mortality predictions we obtain through the use of this M-Panel technology will prove inaccurate, and perhaps materially so. In such a case, our failure to accurately forecast mortalities could have a material and adverse effect on our results of operation and financial condition, which could in turn materially and negatively affect the price of our common stock and our ability to satisfy our debts and pay cash dividends.

We may be unable to enter into a license prohibiting competitors from using the M-Panel technology, and we may be required to obtain additional licenses from other parties prior to our use of that technology. If we encounter difficulties in these regards, we may be forced to develop our own proprietary processes, the success of which may not be certain. Difficulties we encounter in our efforts to use or develop, and protect, intellectual property may prove costly and affect our results of operations.

Although we recently exercised our option to exclusively license M-Panel technology for use in the life insurance industry, we have not yet entered into a written license agreement for this purpose. We continue, however, negotiating the terms and conditions of that written license agreement and assessing the scope of protection we would obtain through such an agreement. The intellectual property rights (relating to the M-Panel technology) that we have a right to license are the subject of a provisional patent, and no patent protection will be afforded those rights unless and until a non-provisional patent application is filed with the U.S. Patent and Trademark Office, which filing is beyond our control. If the patent for the M-Panel technology were to issue and we were to enter into the license agreement, we would be legally entitled to prevent third parties from using any part of the technology that is both covered by the claims of the patent and licensed to us. If, on the other hand, no patent is ultimately granted with respect to the M-Panel technology (or the scope of claims is too narrow to afford us with meaningful protection), or if we are unable to enter into a license agreement, we may be unable to prevent third parties from using the M-Panel technology. This outcome may severely diminish any competitive advantage we hope to obtain through our use of the M-Panel technology.

We are aware that other patent applications pending in the U.S. Patent and Trademark Office may have scopes of claims that overlap with the claims contained in provisional patent application filed with respect to the M-Panel technology. If those other patents were to issue with scopes of claims that in fact overlap with the claims in any patent

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application for the M-Panel technology, we would likely be required to enter into a license agreement with other third parties before we could use processes that are covered by those overlapping claims. We may be unable, however, to procure such a license, and even if we are able to procure such a license it may prove too costly for us. Alternatively, we would ourselves be required to develop other processes that would not overlap with other patent claims. Our own development of these processes could be costly and time consuming and may ultimately prove unsuccessful.

In sum, any difficulties we encounter in our efforts to use (through a license), or develop, and ultimately protect, intellectual property from which we hope to gain a competitive advantage and enter into new insurance-related markets could prove costly and time-consuming enough to materially and adversely affect our results of operations.

The technology we license may subject us to claims of infringement or invalidity from third parties, and the magnitude of this risk to our business generally rises if and as we become more successful in employing and relying on the technology. Any such claims would be complex and costly, and adverse outcomes could undermine the competitive advantages we seek.

Our reliance on technology will subject us to the risk that other parties may assert, rightly or wrongly, that our intellectual property rights are invalid or violate the rights of those parties, as well as the risk that our intellectual property rights will be infringed upon by third parties. In general, defending intellectual property rights in litigation is expensive. Our involvement in litigation of this type would likely have a material and adverse effect on our business and results of operation. In addition, any outcome that invalidates our intellectual property rights or otherwise diminishes the competitive advantages obtained, at least in part, through the use of those rights could have a material and adverse effect on our competitive position and our prospects. The magnitude of these risks — even if not the likelihood — becomes more pronounced if and as our use of proprietary intellectual property rights contributes to our overall success.

We are an “emerging growth company” under federal securities laws, and the reduced reporting requirements applicable to emerging growth companies may make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, or JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements normally applicable to public companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, exemptions from the requirements of holding a non-binding advisory vote on executive compensation, and delayed adoption of new or revised financial accounting standards. We could be an emerging growth company through 2019, although certain circumstances could cause us to lose that status earlier. It is possible that investors will find our common stock (into which Series 2 Redeemable Preferred Stock is partially convertible) less attractive due to our use of these reduced reporting requirements. If some investors do in fact find our common stock less attractive, there may be a less active trading market for our common stock and our stock price may be more volatile.

We cannot know the tax implications of an investment in this preferred stock.

The section of this prospectus entitled “Material Federal Income Tax Considerations” sets forth a summary of federal income tax consequences to the purchasers of the Series 2 Redeemable Preferred Stock. No information is provided concerning tax consequences under any other federal, state, local or foreign laws that may apply to the purchasers of the preferred stock. Prospective investors or their representatives should read that section very carefully in order to properly evaluate the federal income tax risks of an investment in these preferred shares. Each prospective investor should consult his personal counsel, accountant and other business advisors as to the federal, state, local and foreign tax consequences of an investment in this offering.

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USE OF PROCEEDS

Assuming we sell the maximum number of preferred shares in this offering, for cash, at the public offering price of $1,000 per share, we expect to receive up to approximately $137,635,000 of net cash proceeds from this offering after paying selling commissions, dealer manager fees, and our own estimated offering expenses. More specifically, if all preferred shares offered hereby are sold, we would pay $9,000,000 in selling commissions, up to $3,000,000 in additional compensation, and an estimated $365,000 in our own offering-related expenses consisting of legal, accounting, printing, mailing, registration, qualification and associated securities offering filing costs and expenses. Additional compensation consists of (i) a non-accountable expense allowance of up to 0.60% of gross offering proceeds, (ii) an accountable expense allowance of up to 0.40% of gross offering proceeds, (iii) a dealer manager fee (payable only to the dealer manager) of 0.40% of gross offering proceeds for managing and coordinating the offering, (iv) a wholesaling fee (payable only to the wholesalers, who are employees of the Company and associated with the dealer manager) of 0.50% of gross offering proceeds, and (v) non-cash compensation of up to 0.10% of gross offering proceeds. Aggregate additional underwriting compensation will not exceed 2.0% of gross offering proceeds. The dealer manager may reallow up to 0.60% of additional compensation to soliciting broker-dealers. The amount of the reallowance to any soliciting broker-dealer will be determined by the dealer manager in its sole discretion.

The maximum amount of commissions, fees, non-cash compensation, if any, and reimbursements payable to FINRA selling members is 8.0% of the gross proceeds of preferred shares sold. If all of the preferred shares were sold for cash and the maximum commissions, fees, non-cash compensation and reimbursements were paid, we estimate that the net cash proceeds to us, after paying our own estimated offering and related expenses, would be approximately $137,635,000. Nevertheless, because we do not know the total amount of preferred shares that will be ultimately sold, we are unable to accurately forecast the total net proceeds that will be generated by this offering.

There is no minimum amount of preferred shares that must be sold before we access investor funds.

Our primary goal is to use a majority of the net proceeds from the sale of preferred shares to purchase additional life insurance policy assets. The precise amount of proceeds we apply towards purchasing additional life insurance policy assets will depend, among other things, on the amount of net proceeds that we receive from the sale of shares being offered, the existence and timing of opportunities to invest in life insurance policy assets or acquire other yield-bearing assets, our cash needs for certain other expenditures (summarized below) we anticipate incurring in connection with our business, and the availability of other sources of cash (e.g., our revolving credit facilities). These certain other expenditures include:

•         servicing life insurance assets;

•         paying principal at maturity, interest and fees to our lenders, including under our revolving credit facility, the Series I Secured Notes, and the L Bonds; and paying fees and expenses of the trustees of certain trusts and the securities intermediary associated with our financing arrangements, and fees and expenses related to the securities offered hereby;

•         acquiring other yield-bearing assets;

•         developing technologies we have licensed, and commercial deployment of those technologies;

•         calling and redeeming other outstanding preferred stock we have issued; and

•         general working capital purposes

As indicated above, the extent to which we will use proceeds from this offering for these other purposes, and the amounts and timing of such expenditures will depend on a variety of factors. In sum, our management will have significant discretion over the ultimate manner in which net proceeds from this offering will be applied. Net offering proceeds not immediately applied to the uses summarized above will be invested in short-term investments such as money market funds, commercial paper, U.S. Treasury Bills and similar securities investments pending their use. We may also purchase interest rate hedges to lock in our cost of capital, or longevity hedges to lock in our expected return from our portfolio.

As indicated above, we may use some of the net proceeds from this offering to pay premiums on life insurance assets we own and servicing costs. Our aggregate premium obligations over the next five and one-half years for life insurance assets that we own as of September 30, 2016, together with anticipated servicing costs, are set forth in the table below. These obligations do not take into account the expectation of mortality over the periods presented.

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Years Ending December 31		Premiums
Three months ending December 31, 2016		$	10,637,000
2017			43,905,000
2018			47,597,000
2019			51,563,000
2020			57,383,000
2021			63,972,000
Total		$	275,057,000

Also as indicated above, we may use some of the net proceeds from this offering to pay principal amounts owing under our Series I Secured Notes or L Bonds when such amounts become due and payable, or to call and redeem other preferred shares outstanding. The amount of such securities that we would repay with proceeds of this offering will depend, in part, on whether the holders of the debt securities elect repayment rather than renewal of such securities, as well as whether we perceive higher returns to be available to us for other uses of our proceeds or if we elect to use other sources of repayment. We believe it is most likely that such payments, if any, would relate to debt securities that mature within the first three years after the initial effective date of the registration statement of which this prospectus is a part.

At September 30, 2016 and December 31, 2015, the weighted-average interest rate of Series I Secured Notes was 8.63% and 8.47%, respectively. The principal amount outstanding under these Series I Secured Notes was $17,830,000 and $23,578,000 at September 30, 2016 and December 31, 2015, respectively. At September 30, 2016 and December 31, 2015, the weighted-average interest rate of L Bonds was 7.16% and 7.18%, respectively. The principal amount outstanding under these L Bonds was $384,586,000 and $282,171,000 at September 30, 2016 and December 31, 2015, respectively. At September 30, 2016 and December 31, 2015, we had 2,650,000 and 2,782,000 shares, respectively, of Series A Convertible Preferred Stock outstanding, with related liquidation preference amounts of $19,872,000 and $20,863,000, respectively.

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BUSINESS

Overview

We are a financial services company committed to finding new ways of disrupting and transforming the life insurance and related industries through innovative products and services, business processes, financing strategies, and advanced epigenetic technology. Historically, we have focused on creating opportunities for consumers to maximize the value of their life insurance as compared to the traditional options offered by the insurance industry. As part of our business, we create opportunities for investors to receive income and capital appreciation from our various activities in the life insurance and related industries. More recently, we have focused on applying new technology to our products and services that promises to be more predictive and offer even greater opportunity in the life insurance and related industries.

The life insurance industry provides us with the opportunity to bring value to consumers and earn non-correlated yield by purchasing life insurance policies at a discount to the face value of the policy benefit. We pay the premiums of the policies that we purchase and collect the policy benefit upon maturity. This practice is disruptive to the life insurance industry since insurance carriers rely on consumer lapse and surrender behavior resulting in the forfeiture of policy benefits. Since inception, we have purchased approximately $2.2 billion in face value of policy benefits from consumers for over $379.7 million, as compared to the $26.1 million in surrender value offered by insurance carriers on those same policies. As such, we provide unique and valuable services that help meet the financial need of life-insurance-owning consumers 65 years or older.

By purchasing life insurance policies at a discount to the face value of the policy benefit, we have the opportunity to generate attractive investment returns from assets the value of which is not correlated to traditional financial markets. The potential yield generated from a portfolio of life insurance assets equals the difference between the purchase price of the life insurance assets, plus the premiums and financing costs to maintain those assets, and the face value of the policy benefits received. As of September 30, 2016, our total investment in our portfolio of life insurance assets, including the purchase price, attendant premiums and financing costs, was $460 million, and the total face value of our life insurance policy benefits was $1.272 billion.

We seek to build a profitable and large portfolio of life insurance assets that is well diversified in terms of insurance companies and insureds. We believe that diversification is a key factor and risk mitigation strategy to provide consistent cash flows and reliable investment returns. Accordingly, we seek to grow our portfolio and achieve diversification through a variety of financings and securities products offered to investors. To this end, we have built a robust operational platform to offer consumers options based on the market value of their life insurance policy.

A critical factor for our overall success is our ability to accurately estimate human life expectancy. Our search for increased precision in estimating human life expectancy led us to a mortality predictive technology developed by Dr. Steve Horvath, a Professor of Human Genetics and Biostatistics at the University of California, Los Angeles (UCLA). We recently exercised an exclusive option to license, for use in the life insurance industry, Dr. Horvath’s “DNA Methylation Based Predictor of Mortality” technology or “M-Panel” technology, which tests certain metabolic processes occurring at the molecular level that are referred to as “methylation.” We believe M-Panel technology could improve our ability to more precisely predict life expectancy and, in turn, generate more reliable investment returns from our portfolio of the life insurance assets. We are currently in the process of negotiating a license agreement and assessing the intellectual property protection we may receive as a result of such a license.

We believe that M-Panel technology could revolutionize the life insurance industry’s ability to more accurately predict human life expectancy. The ability to more precisely predict human life expectancy on a cost-effective basis could be a significant innovation for the life insurance, long-term care, and annuity industries. Accordingly, we intend to pursue additional lines of business in the life insurance industry that commercialize and capitalize on the use of M-Panel technology. We believe this presents us with significant growth opportunities in what is referred to as the “insurtech” marketplace, where new technologies are transforming the historical methods and models of the insurance industry.

To grow our portfolio and achieve the diversification we seek, as well as to pursue additional opportunities in the life insurance and related industries through the use of technology, we offer investors the opportunity to potentially receive income and capital appreciation through a variety of financings and securities offerings providing investors with potential yield appreciation derived from the life insurance industry.

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We are dedicated to finding new ways of disrupting and transforming the life insurance industry, both as it relates to our historical secondary life insurance business and now with the application of advanced epigenetic technology. Today, we provide consumers additional value for their life insurance policies by disrupting the status quo of high policy lapse rates and low surrender values that life insurance carriers have enjoyed for years. In the future, we intend to disrupt the industry further by providing consumers with additional innovative products and services that benefit from the use of advanced technologies, such as the M-Panel technology we are seeking to license. We believe this technology will permit us to reimagine the way in which risk is assessed, selected and priced in the life insurance industry, and possibly also the long-term care and annuity industries.

Our business was originally organized in February 2006. We added our current parent holding company, GWG Holdings Inc., in March 2008, and in September 2014 we consummated an initial public offering of our common stock on The NASDAQ Capital Market, where our stock trades under the ticker symbol “GWGH.”

GWG Holdings, Inc. (GWG Holdings) conducts its life insurance related business through a wholly owned subsidiary, GWG Life, LLC (GWG Life), and GWG Life’s wholly owned subsidiaries, GWG Life Trust, GWG DLP Funding III, LLC, and GWG DLP Funding IV, LLC. All of these entities are legally organized in Delaware, other than GWG Life Trust, which is governed by the laws of the State of Utah. Unless the context otherwise requires or we specifically so indicate, all references in this prospectus to “we,” “us,” “our,” “our Company,” “GWG,” or the “Company” refer to these entities collectively. Our headquarters are based in Minneapolis, Minnesota.

Markets

Consumers Owning Life Insurance; Other Products

The market for life insurance is large. According to the American Council of Life Insurers Fact Book 2016 (ACLI), individual consumers owned over $10.3 trillion in face value of life insurance policy benefits in the United States in 2015. In that same year, the ACLI reports individual consumers purchased an aggregate of $1.6 trillion of new life insurance policy benefits. This figure includes all types of policies, including term insurance and permanent insurance known as whole life and universal life. Moreover, we believe that existing markets related to insurance are potential areas where we could engage in disruptive activity benefitting consumers and investors. An example would be the annuity market. The ACLI reports that, in 2015, individual consumers purchased $209 billion of annuities and owned over $2.3 trillion total outstanding annuities, of which 97.5% are life-contingent payout obligations.

The secondary market for life insurance exists as a result of consumer lapse behaviors and inadequate surrender values offered to consumers by the insurance carriers. The ACLI reports that the lapse and surrender rate for individual life insurance policies is 5.4%, amounting to over $638.5 billion in face value of policy benefits surrendered in 2015 alone. According to testimony by Gottlieb & Smetters, it is estimated that nearly 88% of all universal life insurance policies sold in the United States do not result in the payment of a benefit claim.

Rather than allowing a policy to lapse as worthless, or receiving the surrender value offered by the issuing insurance carrier, the secondary market can be a source of significant value to consumers. Without the secondary market, insurance carriers maintain monopsony power over consumers who no longer desire to pay the premiums for their life insurance coverage. To illustrate the significance of this value, since our inception we have paid consumers $379.7 million for their life insurance policies as compared to the $26.1 million of cash surrender value offered by insurance carriers for these same policies. The development of a robust life insurance secondary market provides consumers with greater flexibility and options for the life insurance assets they own and maintain.

The life insurance secondary market is geared towards consumers, 65 years and older, who own life insurance and are addressing retirement financial needs. These consumers represent the fastest growing demographic segment in the United States according to the U.S. Census Bureau. As these consumers age, they and their families will be faced with a variety of financial needs that can benefit from the value-added products and services we offer.

Research by Conning Research & Consulting (Conning) reports that the annual net market potential for life insurance policy benefits sold in the secondary market exceeded $141 billion face value of policy benefits in 2016. Of that market potential, Conning estimates that investors purchased approximately $1.7 billion in face value of life insurance benefits in 2015, indicating that the market is dramatically underserved. And with an aging demographic in the United States, Conning expects the net market potential to grow to an annual $170 billion in face value of life insurance benefits by 2025. We share the belief that the life insurance secondary market represents both a dramatically

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underserved market and a significant long-term growth opportunity. We further believe that GWG is well positioned to address the market need.

Technology and the Life Insurance Industry

The opportunity to apply technology to transform the life insurance is significant. According to industry consultants at KPMG, Accenture, and Ernst & Young, there is a major movement afoot to transform the insurance industry through the use and application of advanced technologies. This movement, commonly referred to as “insurtech,” suggests a new era of disruptive entrants into the traditional insurance marketplace that have the potential to upend the insurance industry’s historical approach to assessing and selecting acceptable risks.

We intend to participate in the life insurance industry’s insurtech movement, initially through the advanced epigenetic technology developed by Dr. Steve Horvath. We began working with Dr. Horvath in 2015 after he reported that human cells have an internal “biological age” and “biological clock” at the DNA molecular level that is indicative of the aging process. The study of chemical modifications to the DNA molecule that reveal aging, and upon which the M-Panel technology is based, is part of the epigenetics field. Epigenetics is the study of how the DNA molecule’s instructions are translated into the production of proteins that make us who we are. Dr. Horvath’s epigenetic research has focused on methylation sites on our DNA in order to study the determinants of aging and mortality.

In 2016, Dr. Horvath reported a discovery upon the completion of a statistical meta-analysis of over 13,000 individual epigenetic samples. His research identified specific sets of methylation-based bio-markers that could be used to predict individual risk of all-cause mortality. We believe the implications of this discovery are simple and profound: individual lifespans can now be estimated with significantly greater precision across large groups of people. We are currently working to translate this technology into an actuarial underwriting methodology that we believe could revolutionize the life insurance industry.

Investors Seeking Yield from Alternative Assets

Since the credit crisis of 2008, the flow of capital to a variety of alternative asset classes has undergone a structural shift. Alternative assets, broadly defined, are any non-traditional asset with potential economic value that would not be found in a standard investment portfolio. An asset is generally considered “alternative” if it has some or all of the following characteristics: a limited investment history, not commonly found in portfolios, an illiquid market, different performance characteristics, and requires specialized skill to originate and service the asset. Definitions of traditional assets today extend well beyond stocks and bonds, and can include a variety of assets which may have been better classified as “alternative” a decade ago, i.e., real estate, commodities or natural resources. Thus, what is an alternative asset today may be considered tomorrow’s mainstream investment asset.

Once dominated by banks, alternative asset markets are in many cases no longer viable for banks to finance due to vast new regulation effected since the 2008 credit crisis, regulation that has in effect reshaped the way in which banks participate in many parts of the economy. At the same time, an increasing number of investors are now turning to alternative asset classes as a means to diversify their investment portfolio to manage risk and volatility, and to obtain greater returns in the low interest rate environment that has persisted since 2008. In fact, according to research published by Goldman Sachs, a significant shift by retail investors in their investments from an average of 4% allocation in alternative asset investments to the 20% allocation favored by institutional investors is expected over the next five to ten years (see Goldman Sachs, Retail Liquid Alternatives: The Next Frontier (2013)).

The trend of investors seeking access and exposure to alternative investment products is expected to continue as traditional bank sources of capital for these assets continues to retreat and alternative investment product offering innovations occur within the regulated securities markets. Researchers at McKinsey report that U.S. individual investors are expected to be a primary driver of growth in alternative asset investments. McKinsey reports that high net-worth individuals and the mass affluent are increasingly looking to hedge downside risk, protect principal, manage volatility, and generate income — the same reasons institutional investors have favored larger allocations to alternative asset investment classes.

Our Business Model

Our business model is to earn a net profit between the yield generated by the assets we own and the costs we incur to originate and finance those assets. We believe that we are uniquely positioned to acquire life insurance assets in the

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secondary market directly from consumers needing our services, and to finance our portfolio’s growth by providing investors with the opportunity to participate in the yield we generate from our assets. In addition, if we are successful in implementing M-Panel or other similar technology, we believe that we will be uniquely positioned to create even more opportunities for capital appreciation by obtaining a competitive edge in our current market space, exploiting our technologies in other insurance-related industries, and bringing innovative products and services to those industries.

To participate and compete in, and expand, our markets, we spend significant resources: (i) recruiting and developing a professional management team; (ii) establishing strategic relationships for delivering the services we provide; (iii) creating opportunities for investors to participate in the yield and capital appreciation generated by the alternative life insurance assets and technology we own; (iv) creating innovative growth opportunities to participate in the life insurance industry through the use of technology; and (v) developing a robust operational platform and systems for originating life insurance policies and other alternative assets.

Originating Life Insurance Assets

We generally purchase life insurance assets in the secondary market directly from policy owners who purchased their life insurance in the primary market. Historically, we have purchased these life insurance policies through a network of specialized brokers who assist consumers and financial professionals in accessing the secondary market. We maintain membership affiliations and representation within key industry groups, such as the Life Insurance Settlement Association. We typically attend and sponsor trade events where we maintain contacts and visibility among professionals who submit life insurance policies for our potential purchase.

A key strategic initiative of ours has been to expand our origination capabilities by marketing our products and services directly to consumers through financial professionals. Most recently, we focused these efforts towards financial professionals, namely financial advisors and life insurance agents, through our “Appointed Agent Program.” Our Appointed Agent Program is designed to empower financial professionals to bring the life insurance secondary market’s value proposition to their respective markets. Our Appointed Agent Program emphasizes education, training, regulatory compliance, and marketing support. We have built an extensive team capable of marketing our products and services directly to life insurance professionals. We expect to continue allocating considerable resources towards the development and support of our direct origination team. We believe these resources will be of particular value as we seek to expand our business into other, more conventional, insurance-related industries.

Underwriting and Purchasing Life Insurance Assets

We focus on investing in high quality life insurance assets through our origination practices and underwriting procedures. These practices and procedures strive to meet guidelines and methodologies published by rating agency A.M. Best. At the same time, we seek innovative value-added tools, services, and methodologies to improve both the accuracy and efficiency with which we acquire life insurance assets.

Our secondary market underwriting procedures consist of a careful review and analysis of available materials and information related to a life insurance policy and the insured. The goal of our underwriting procedures is to make an informed purchasing decision. We typically purchase life insurance policies from insureds who are 65 years or older and whose life expectancies are less than 120 months (ten years). The life expectancies we use are estimates, stated in months, which indicate the 50% probability of an individual’s mortality (meaning actuarial analysis predicts half of the individuals with similar age, sex, and medical conditions will experience mortality before that number of months, and half will experience mortality after that number of months). Life expectancies are based on actuarial tables that predict statistical probability of individual mortality.

We obtain life expectancies from independent third-party medical-actuarial underwriting firms, unless the life insurance policy benefit has a face value of $1,000,000 or less (which we generally refer to as a “small face policy”). When we obtain life expectancies from independent third-party medical-actuarial firms, we receive a medical underwriter’s report summarizing the health of the insured based on a review of the insured’s historical medical records. For all life insurance policies we purchase, other than small face policies, we average two life expectancies from two independent medical-actuarial underwriting firms to form the life expectancy we use to price and value our life insurance assets. In some cases, we may obtain more than two life expectancy estimates. In those cases, we average the two life expectancy estimates that we believe are the most reliable of those we have received, based on our own analyses and conclusions. In this regard, the two life expectancy estimates we ultimately choose to average may not

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always be the most conservative. For small face policies, we use modified procedures to estimate a life expectancy that may, or may not, use life expectancies from independent third-party medical-actuarial underwriting firms. If in the future we believe our business model will benefit from changes in our underwriting process and if such revisions are permitted under our borrowing covenants, we may change our underwriting processes and policies.

Our success with our Appointed Agent Program, and in designing and implementing underwriting procedures, has presented us with the opportunity to purchase a greater number of small face life insurance policies. We believe this opportunity is meaningful since the majority of life insurance policies outstanding are small face policies, and policy diversification is critical in obtaining normalized actuarial performance. Historically, however, small face policies have not been available to purchasers of life insurance policies because the secondary market industry participants have significantly relied on life settlement brokers, who are paid a commission determined as a percentage of the face value benefit of the purchased policy, to present purchase opportunities. Not surprisingly, because larger commissions are associated with larger face value life insurance policies, brokers have focused on larger policies and the industry has developed origination practices and underwriting procedures to accommodate such practices. As a result, the industry’s traditional approaches to underwriting and purchasing life insurance assets are ill suited for small face policies. For example, procuring complete medical records, two separate life expectancy reports, and engaging in related activities, can be time consuming and expensive, and these same costs cannot be justified when purchasing smaller life insurance assets. In sum, our method is focused on obtaining enough medical information to generate reliable life expectancy estimates, and thereby make informed purchase decisions. Our streamlined procedures have made it possible to complete a preliminary underwriting in a number of days (as opposed to weeks), and complete the entire purchasing process in a number of weeks (as opposed to months).

We expect to further refine our underwriting processes for large- and small-face policies over time and, to the extent possible, use new technologies to enhance this process and our overall business. In 2015 we began an initiative to re-examine the way in which we approached underwriting. Our initiative included a review of new advanced medical technologies capable of predicting aging and related mortality more accurately than traditional methods. One of these technologies uses new developments in the examination of telomere length, gene expression, and protein expression, and was pioneered by Dr. Steven Horvath, Professor of Human Genetics and Biostatistics at the University of California, Los Angeles (UCLA). Dr. Horvath is a recognized expert on aging who has focused his research on the root causes of aging encoded in the DNA molecule.

Value Proposition — Life Insurance as an Alternative Asset

We realize profits from the life insurance assets we own by earning a spread between the investment cost of our life insurance assets and the face value of the policy benefits we receive. Accordingly, if we originate and invest in life insurance assets in the secondary market, and make all the attendant premium payments to maintain those assets in order to receive the policy benefits, the most significant risk factors (among others that we discuss in the “Risk Factors” section of this prospectus) in the performance of those assets are: (i) the predictability of mortality, or longevity risk; and (ii) the creditworthiness of the issuing life insurance company, or credit risk. We believe the value proposition of our investments in the alternative asset of life insurance is our ability to obtain superior risk-adjusted returns.

Longevity Risk. We believe actuarial mortality is the single largest variable affecting the returns on our investments in life insurance assets and impacting the portfolio’s performance over time. Accurately predicting a specific individual’s mortality date is impossible, and the best an actuary can do is provide a set of probabilities of survival over time. Nevertheless, predicting mortality among a group of similarly situated individuals is less difficult — in fact, the larger the group, the more accurate actuarial prediction tends to become. The statistical mathematical concept stating that the results of random events tend to become very predictable as the number of events becomes large is the “Central Limit Theorem” (or more commonly known as the “Law of Large Numbers”). “Mean regression” is another statistical mathematical concept used to describe that, on average, observations (in this case, the actual mortality of insureds) tend to cluster around the mean observation (i.e., our estimate of mortality of insureds as described further under “Value Proposition” below). These statistical mathematical concepts are the basis for many business models, ranging from all types of insurance to the lottery. Insurance carriers, for example, can be very certain of the number of insurance claims to expect when they have spread their risk over a large book of diversified policies. In this way, insurance carriers can price a large number of insurance policies of any type to collect premiums slightly above the level of expected claims, and thereby expect to earn a surplus or profit. Similarly, a lottery can depend on an expected amount of earnings equal to the small advantage built into the odds of the games.

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The implications for our business model are two-fold. First, as we accumulate larger numbers of life insurance policies, we should expect our results to increasingly correlate with our expectations. Second, over the long run, we should expect that the actual cash flows will converge with the forecasted cash flows from our portfolio of life insurance assets, and the actual return on our portfolio of life insurance assets will converge with our expected return. Although medical advances and life expectancy changes may significantly impact the longevity risk we face and our understanding of that risk, these concepts nevertheless serve as guiding principles as we seek to build, manage, and forecast the performance of our portfolio of life insurance assets.

These expectations are affirmed in research published by A.M. Best and others, illustrating that as the number of insured lives increase within a portfolio of life insurance policies, there is a corresponding decrease in the standard deviation of the mortality events within the portfolio—i.e., longevity risk decreases as the number of insureds increases. Standard & Poor’s indicates that 1,000 insured lives are required to reach statistical “significance” (where the relationship, in this context, between mortality projections and actual mortality events is not random). A.M. Best concludes that a portfolio of at least 300 insured lives is statistically significant. Our portfolio as of September 30, 2016 covered 625 insured lives and we believe that both the predictability and actual performance will continue to improve with additional size and diversification. Accordingly, we continue to seek to grow the size and diversification of the portfolio in order to further mitigate risk and improve our profitability.

Credit Risk. We rely on the payment of policy benefit claims by life insurance companies as our most significant source of revenue collection. The life insurance assets we own represent obligations of third-party life insurance companies to pay the benefit amount under the relevant policy upon the mortality of the insured. As a result, we manage this credit risk exposure by generally purchasing policies issued by insurance companies with investment-grade ratings from Standard & Poor’s, and diversifying our portfolio among a number of insurance companies.

Approximately 97.0% of life insurance assets in our portfolio were issued by insurance companies with investment-grade credit ratings from Standard & Poor’s, as of September 30, 2016. Our largest life insurance company credit exposures and their respective Standard & Poor’s credit rating of their respective financial strength and claims paying ability is set forth below:

Rank		Policy Benefits			Percentage  of Policy Benefit Amount			Insurance Company		Ins. Co. S&P Rating
1		$	182,494,000		14.3	%		AXA Equitable Life Insurance Company		A+
2		$	165,255,000		13.0	%		John Hancock Life Insurance Company (U.S.A.)		AA-
3		$	145,721,000		11.5	%		Lincoln National Life Insurance Company		AA-
4		$	129,116,000		10.1	%		Transamerica Life Insurance Company		AA-
5		$	89,806,000		7.1	%		Metropolitan Life Insurance Company		A+
6		$	57,250,000		4.5	%		Massachusetts Mutual Life Insurance Company		AA+
7		$	50,975,000		4.0	%		American General Life Insurance Company		A+
8		$	48,095,000		3.8	%		Pacific Life Insurance Company		A+
9		$	45,300,000		3.6	%		Reliastar Life Insurance Company		A
10		$	44,990,000		3.5	%		West Coast Life Insurance Company		AA-
			959,002,000		75.4	%

The yield to maturity on bonds issued by life insurance carriers reflects, among other things, the credit risk (risk of default) of such insurance carrier. We follow the yields on certain publicly traded life insurance company bonds since this information is part of the data we consider when valuing our portfolio of life insurance policies for our financial statements.

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Name of Bond		Maturity		YTM			Duration (Years)		Bond S&P Rating
AXA 7.125%		12/15/2020		1.54	%		4.2		BBB
Manulife Finl 4.15%		3/4/2026		2.83	%		9.4		A
Lincoln National Corp Ind 3.35%		3/9/2025		3.05	%		8.7		A-
Amer Intl Grp 4.875%		6/1/2022		2.48	%		5.7		A-
Protective Life 7.375%		10/15/2019		2.18	%		3.0		A-
Metro Life Gbl Fd1 4.75%		9/17/2021		3.01	%		5.0		AA-
Prudential Finl Inc Mtns Book 4.5%		5/15/2024		2.97	%		7.9		A
Average yield on insurance bonds				2.58	%		6.3

The table above indicates the current yields to maturity (YTM) for the senior bonds of selected life insurance carriers with durations, on average, that our similar to our life insurance portfolio. The average YTM of these bonds was 2.58%, which we believe reflects, in part, the financial market’s judgment that credit risk is low with regard to these carriers’ financial obligations. It should be noted that the obligations of life insurance carriers to pay life insurance policy benefits ranks senior to all of their other obligations. This “super senior” priority is not reflected in the YTM in the table and, if considered, would result in a lower YTM all else being equal. As such, as long as the respective premium payments have been made, it is highly likely that the owner of the insurance policy will collect the insurance policy benefit upon the mortality of the insured.

Value Proposition.  We define the value proposition presented by our portfolio of life insurance assets as our ability to earn superior risk-adjusted returns. At any time, we calculate our returns from our life insurance assets based upon (i) our historical results; and (ii) the future cash flows we expect to realize from our statistical forecasts. To forecast our expected future cash flows, we use the probabilistic method of analysis. The actuarial software we use to produce our expected future cash flows and conduct our probabilistic analysis was developed by the actuarial firm Milliman and is now owned by Modeling Actuarial Pricing Systems, Inc. (“MAPS”). The expected future cash flow forecasts derived from this probabilistic analysis, in relation to our investment cost basis, provides us with an expected internal rate of return on our portfolio. As of September 30, 2016, the expected internal rate of return on our portfolio of life insurance assets was 11.65%.

We seek to further enhance our understanding of our expected future cash flow forecast by applying a stochastic analysis, sometimes referred to as a “Monte Carlo simulation,” to provide us with a greater understanding of the variability of our future cash flow projections. The stochastic analysis we perform is built within the MAPS actuarial software and provides internal rate of return calculations for different statistical confidence intervals. The results of our stochastic analysis, in which we run 10,000 random mortality scenarios, demonstrates that the scenario ranking at the 50th percentile of all 10,000 results generates an internal rate of return of 11.65% which is equal to our expected internal rate of return of 11.65%. The stochastic analysis results also reveal that our portfolio is expected to generate an internal rate of return of 11.06% or better in 75% of all generated scenarios; and an internal rate of return of 10.57% or better in 90% of all generated scenarios. As the portfolio continues to grow, all else equal, the percentage of observations that result in an internal rate of return at or very near 11.65% (currently our median, or 50th percentile, internal rate of return expectation) is expected to increase, thereby lowering future cash flow volatility and potentially justifying our use of lower discount rates to value our portfolio.

In sum, we believe our statistical analyses show that, if we can continue to grow and maintain our investments in life insurance assets, then, in the absence of significant negative events, including but not limited to events impacting longevity and credit risk, and interest rate and financing risk, those investments will provide superior risk-adjusted returns for our company and provide us with the means to generate attractive returns for our investors.

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Portfolio Information

Our portfolio of life insurance policies owned by our subsidiaries as of September 30, 2016 is summarized below:

Total portfolio face value of contract benefits		$	1,272,078,000
Average face value per contract		$	2,035,000
Average face value per insured life		$	2,263,000
Weighted average age of insured (yrs.)*			81.8
Weighted average life expectancy estimate (yrs.)*			6.8
Total number of contracts			625
Number of unique lives			562
Demographics			73% Males; 27% Females
Number of smokers			24
Largest contract as % of total portfolio			0.79	%
Average contract as % of total portfolio			0.16	%
Average annual premium as % of face value			3.33	%

Our portfolio of life insurance policies, owned by our subsidiaries as of September 30, 2016, and organized by the insured’s current age and the associated policy benefits, is summarized below:

									Wtd. Avg.		Percentage of Total
Min Age		Max Age		Contracts		Contract Benefits			Life Expectancy (yrs.)		Number of Contracts			Contract Benefits
90		96		55		$	105,815,000		2.4		8.8	%		8.3	%
85		89		155		$	331,989,000		4.8		24.8	%		26.1	%
80		84		152		$	385,904,000		6.7		24.3	%		30.3	%
75		79		115		$	251,466,000		9.2		18.4	%		19.8	%
70		74		87		$	120,791,000		9.8		13.9	%		9.5	%
65		69		61		$	76,113,000		10.1		9.8	%		6.0	%
Total				625		$	1,272,078,000		6.8		100.0	%		100.0	%

Our portfolio of life insurance policies, owned by our subsidiaries as of September 30, 2016, and organized by the insured’s estimated life expectancy estimates and associated policy benefits, is summarized below:

									Percentage of Total
Min LE (Months)		Max LE (Months)		Contracts		Contract Benefits			Number of Contracts			Contract Benefits
6		47		160		$	275,036,000		25.6	%		21.6	%
48		71		145			300,501,000		23.2	%		23.6	%
72		95		112			249,118,000		17.9	%		19.6	%
96		119		97			223,012,000		15.5	%		17.6	%
120		143		63			134,822,000		10.1	%		10.6	%
144		202		48			89,589,000		7.7	%		7.0	%
Total				625		$	1,272,078,000		100.0	%		100.0	%

We track concentrations of pre-existing medical conditions among insured individuals within our portfolio based on information contained in life expectancy reports. We track these medical conditions within the following ten primary disease categories: (1) cancer, (2) cardiovascular, (3) cerebrovascular, (4) dementia, (5) diabetes, (6) multiple, (7) neurological disorders, (8) no disease, (9) other, and (10) respiratory diseases. Our primary disease categories are summary generalizations based on the ICD-9 codes we track on each insured individuals within our portfolio. ICD-9 codes, published by the World Health Organization, are used worldwide for medical diagnoses and treatment systems, as well as morbidity and mortality statistics. Currently, the only primary disease category within our portfolio that represents a concentration of over 10% is cardiovascular, which constitutes 21.93% of the face amount of insured benefits of our portfolio as at September 30, 2016.

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The complete detail of our portfolio of life insurance policies, owned by our subsidiaries as of September 30, 2016, organized by the current age of the insured and the associated policy benefits, sex, estimated life expectancy, issuing insurance carrier, and the credit rating of the issuing insurance carrier, is set forth below.

Life Insurance Portfolio Detail
(as of September 30, 2016)

		Face Amount			Gender		Age (ALB)(1)		LE (mo.)(2)		Insurance Company		S&P Rating
1		$	1,100,000		Male		96		17		Reliastar Life Insurance Company		A
2		$	184,000		Male		95		38		Reliastar Life Insurance Company		A
3		$	219,000		Male		95		38		Reliastar Life Insurance Company		A
4		$	8,000,000		Female		95		14		Massachusetts Mutual Life Insurance Company		AA+
5		$	4,000,000		Male		95		25		Metropolitan Life Insurance Company		A+
6		$	1,500,000		Female		95		24		Accordia Life and Annuity Company		A-
7		$	3,200,000		Male		95		15		West Coast Life Insurance Company		AA-
8		$	1,000,000		Female		94		22		Transamerica Life Insurance Company		AA-
9		$	250,000		Male		94		23		North American Company for Life and Health Insurance		A+
10		$	264,000		Female		94		11		Lincoln Benefit Life Company		BBB+
11		$	125,000		Female		94		6		Lincoln National Life Insurance Company		AA-
12		$	3,500,000		Male		93		29		Reliastar Life Insurance Company		A
13		$	500,000		Male		93		7		John Hancock Life Insurance Company (U.S.A.)		AA-
14		$	2,000,000		Female		93		7		Pruco Life Insurance Company		AA-
15		$	500,000		Female		93		41		Sun Life Assurance Company of Canada (U.S.)		AA-
16		$	250,000		Male		93		7		Transamerica Life Insurance Company		AA-
17		$	1,682,773		Female		92		40		Hartford Life and Annuity Insurance Company		BBB+
18		$	572,429		Female		92		26		Reliastar Life Insurance Company		A
19		$	3,000,000		Male		92		31		West Coast Life Insurance Company		AA-
20		$	500,000		Female		92		55		John Hancock Life Insurance Company (U.S.A.)		AA-
21		$	5,000,000		Female		92		43		American General Life Insurance Company		A+
22		$	400,000		Female		92		59		Principal Life Insurance Company		A+
23		$	5,000,000		Female		92		23		John Hancock Life Insurance Company (U.S.A.)		AA-
24		$	1,000,000		Female		92		26		Lincoln National Life Insurance Company		AA-
25		$	300,000		Female		92		17		West Coast Life Insurance Company		AA-
26		$	3,845,000		Female		92		36		Pacific Life Insurance Company		A+
27		$	500,000		Male		91		40		Massachusetts Mutual Life Insurance Company		AA+
28		$	5,000,000		Male		91		23		John Hancock Life Insurance Company (U.S.A.)		AA-
29		$	500,000		Female		91		15		Lincoln National Life Insurance Company		AA-
30		$	3,500,000		Female		91		62		John Hancock Life Insurance Company (U.S.A.)		AA-
31		$	3,100,000		Female		91		25		Lincoln Benefit Life Company		BBB+
32		$	1,500,000		Female		91		54		Lincoln National Life Insurance Company		AA-
33		$	3,000,000		Female		91		25		Lincoln National Life Insurance Company		AA-
34		$	5,000,000		Female		91		31		Reliastar Life Insurance Company		A
35		$	5,000,000		Female		91		12		Lincoln National Life Insurance Company		AA-
36		$	500,000		Male		91		41		Reliastar Life Insurance Company		A
37		$	1,000,000		Male		91		7		Voya Retirement Insurance and Annuity Company		A
38		$	1,203,520		Male		91		33		Columbus Life Insurance Company		AA
39		$	1,350,000		Female		91		27		Lincoln National Life Insurance Company		AA-
40		$	600,000		Female		91		15		Columbus Life Insurance Company		AA
41		$	5,000,000		Female		90		38		Massachusetts Mutual Life Insurance Company		AA+
42		$	2,500,000		Female		90		38		American General Life Insurance Company		A+
43		$	2,500,000		Male		90		45		Pacific Life Insurance Company		A+
44		$	1,000,000		Female		90		40		United of Omaha Life Insurance Company		AA-

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		Face Amount			Gender		Age (ALB)(1)		LE (mo.)(2)		Insurance Company		S&P Rating
45		$	375,000		Male		90		33		Lincoln National Life Insurance Company		AA-
46		$	1,103,922		Female		90		51		Sun Life Assurance Company of Canada (U.S.)		AA-
47		$	1,000,000		Female		90		54		Transamerica Life Insurance Company		AA-
48		$	250,000		Female		90		54		Transamerica Life Insurance Company		AA-
49		$	500,000		Female		90		34		Transamerica Life Insurance Company		AA-
50		$	2,500,000		Female		90		4		AXA Equitable Life Insurance Company		A+
51		$	2,500,000		Female		90		4		AXA Equitable Life Insurance Company		A+
52		$	500,000		Female		90		27		Nationwide Life and Annuity Insurance Company		A+
53		$	715,000		Female		90		45		Lincoln National Life Insurance Company		AA-
54		$	2,225,000		Female		90		74		Transamerica Life Insurance Company		AA-
55		$	3,500,000		Female		90		32		Lincoln National Life Insurance Company		AA-
56		$	1,000,000		Female		89		45		Metropolitan Life Insurance Company		A+
57		$	248,859		Female		89		25		Lincoln National Life Insurance Company		AA-
58		$	500,000		Female		89		57		Sun Life Assurance Company of Canada (U.S.)		AA-
59		$	250,000		Male		89		60		Metropolitan Life Insurance Company		A+
60		$	4,000,000		Female		89		61		Transamerica Life Insurance Company		AA-
61		$	5,000,000		Male		89		42		AXA Equitable Life Insurance Company		A+
62		$	1,200,000		Male		89		42		Massachusetts Mutual Life Insurance Company		AA+
63		$	1,200,000		Male		89		42		Massachusetts Mutual Life Insurance Company		AA+
64		$	1,050,000		Male		89		34		John Hancock Life Insurance Company (U.S.A.)		AA-
65		$	3,000,000		Male		89		85		Transamerica Life Insurance Company		AA-
66		$	1,000,000		Male		89		44		AXA Equitable Life Insurance Company		A+
67		$	500,000		Male		89		52		Lincoln National Life Insurance Company		AA-
68		$	4,785,380		Female		89		32		John Hancock Life Insurance Company (U.S.A.)		AA-
69		$	1,803,455		Female		89		55		Metropolitan Life Insurance Company		A+
70		$	1,529,270		Female		89		55		Metropolitan Life Insurance Company		A+
71		$	800,000		Male		89		54		Lincoln National Life Insurance Company		AA-
72		$	5,000,000		Male		89		41		John Hancock Life Insurance Company (U.S.A.)		AA-
73		$	500,000		Female		89		41		Transamerica Life Insurance Company		AA-
74		$	400,000		Female		89		41		Lincoln Benefit Life Company		BBB+
75		$	3,000,000		Female		89		70		Massachusetts Mutual Life Insurance Company		AA+
76		$	200,000		Male		89		40		Lincoln Benefit Life Company		BBB+
77		$	4,445,467		Male		89		47		Penn Mutual Life Insurance Company		A+
78		$	1,500,000		Male		89		35		Union Central Life Insurance Company		A+
79		$	7,500,000		Male		89		39		Lincoln National Life Insurance Company		AA-
80		$	3,600,000		Female		89		54		AXA Equitable Life Insurance Company		A+
81		$	3,000,000		Male		89		33		Lincoln National Life Insurance Company		AA-
82		$	2,000,000		Male		89		36		John Hancock Life Insurance Company (U.S.A.)		AA-
83		$	100,000		Female		89		46		American General Life Insurance Company		A+
84		$	100,000		Female		89		46		American General Life Insurance Company		A+
85		$	396,791		Male		89		26		Lincoln National Life Insurance Company		AA-
86		$	1,500,000		Male		89		93		Transamerica Life Insurance Company		AA-
87		$	1,000,000		Male		88		45		John Hancock Life Insurance Company (U.S.A.)		AA-
88		$	2,000,000		Male		88		45		John Hancock Life Insurance Company (U.S.A.)		AA-
89		$	5,000,000		Male		88		41		Lincoln National Life Insurance Company		AA-
90		$	5,000,000		Female		88		27		Transamerica Life Insurance Company		AA-
91		$	3,000,000		Male		88		36		Transamerica Life Insurance Company		AA-
92		$	1,200,000		Male		88		62		Transamerica Life Insurance Company		AA-
93		$	6,000,000		Female		88		46		Sun Life Assurance Company of Canada (U.S.)		AA-

32

		Face Amount			Gender		Age (ALB)(1)		LE (mo.)(2)		Insurance Company		S&P Rating
94		$	250,000		Male		88		40		Wilton Reassurance Life Insurance Company		N/A
95		$	330,000		Male		88		60		AXA Equitable Life Insurance Company		A+
96		$	175,000		Male		88		60		Metropolitan Life Insurance Company		A+
97		$	335,000		Male		88		60		Metropolitan Life Insurance Company		A+
98		$	3,000,000		Male		88		65		AXA Equitable Life Insurance Company		A+
99		$	2,000,000		Female		88		40		Beneficial Life Insurance Company		N/A
100		$	250,000		Female		88		40		John Hancock Life Insurance Company (U.S.A.)		AA-
101		$	1,000,000		Female		88		30		New York Life Insurance Company		AA+
102		$	1,250,000		Male		88		27		Columbus Life Insurance Company		AA
103		$	300,000		Male		88		27		Columbus Life Insurance Company		AA
104		$	10,000,000		Female		88		61		West Coast Life Insurance Company		AA-
105		$	2,500,000		Male		88		37		Transamerica Life Insurance Company		AA-
106		$	8,500,000		Male		88		68		Massachusetts Mutual Life Insurance Company		AA+
107		$	1,000,000		Female		88		41		West Coast Life Insurance Company		AA-
108		$	2,000,000		Female		88		41		West Coast Life Insurance Company		AA-
109		$	500,000		Female		88		45		Beneficial Life Insurance Company		N/A
110		$	800,000		Male		88		44		National Western Life Insurance Company		A
111		$	1,269,017		Male		88		25		Hartford Life and Annuity Insurance Company		BBB+
112		$	5,000,000		Male		88		68		Lincoln National Life Insurance Company		AA-
113		$	4,513,823		Female		88		18		Accordia Life and Annuity Company		A-
114		$	2,000,000		Male		88		78		Security Life of Denver Insurance Company		A
115		$	2,000,000		Male		88		78		Security Life of Denver Insurance Company		A
116		$	2,000,000		Male		88		78		Security Life of Denver Insurance Company		A
117		$	309,000		Male		88		27		Transamerica Life Insurance Company		AA-
118		$	2,000,000		Female		88		64		U.S. Financial Life Insurance Company		A+
119		$	1,365,000		Female		87		82		Transamerica Life Insurance Company		AA-
120		$	1,000,000		Female		87		76		Security Life of Denver Insurance Company		A
121		$	200,000		Female		87		75		Lincoln National Life Insurance Company		AA-
122		$	1,000,000		Male		87		38		Sun Life Assurance Company of Canada (U.S.)		AA-
123		$	1,000,000		Male		87		29		Massachusetts Mutual Life Insurance Company		AA+
124		$	1,000,000		Female		87		19		State Farm Life Insurance Company		AA-
125		$	2,000,000		Male		87		85		Transamerica Life Insurance Company		AA-
126		$	209,176		Male		87		81		Lincoln National Life Insurance Company		AA-
127		$	2,328,547		Male		87		34		Metropolitan Life Insurance Company		A+
128		$	2,000,000		Male		87		34		Metropolitan Life Insurance Company		A+
129		$	1,000,000		Male		87		23		Transamerica Life Insurance Company		AA-
130		$	500,000		Male		87		69		Metropolitan Life Insurance Company		A+
131		$	750,000		Female		87		71		Lincoln National Life Insurance Company		AA-
132		$	1,500,000		Female		87		71		Lincoln National Life Insurance Company		AA-
133		$	400,000		Female		87		71		Lincoln National Life Insurance Company		AA-
134		$	1,250,000		Female		87		71		Lincoln National Life Insurance Company		AA-
135		$	2,000,000		Male		87		50		Lincoln National Life Insurance Company		AA-
136		$	3,000,000		Female		87		54		Transamerica Life Insurance Company		AA-
137		$	347,211		Male		87		30		Pruco Life Insurance Company		AA-
138		$	1,800,000		Male		87		41		John Hancock Life Insurance Company (U.S.A.)		AA-
139		$	2,000,000		Male		87		51		AXA Equitable Life Insurance Company		A+
140		$	1,750,000		Male		87		51		AXA Equitable Life Insurance Company		A+
141		$	4,000,000		Male		87		41		Metropolitan Life Insurance Company		A+
142		$	2,000,000		Male		87		25		Transamerica Life Insurance Company		AA-

33

		Face Amount			Gender		Age (ALB)(1)		LE (mo.)(2)		Insurance Company		S&P Rating
143		$	1,425,000		Male		87		63		John Hancock Life Insurance Company (U.S.A.)		AA-
144		$	1,500,000		Male		87		48		AXA Equitable Life Insurance Company		A+
145		$	1,500,000		Male		86		27		Transamerica Life Insurance Company		AA-
146		$	1,500,000		Female		86		96		Lincoln Benefit Life Company		BBB+
147		$	3,750,000		Male		86		63		AXA Equitable Life Insurance Company		A+
148		$	2,000,000		Male		86		43		Metropolitan Life Insurance Company		A+
149		$	3,000,000		Male		86		43		Metropolitan Life Insurance Company		A+
150		$	1,000,000		Male		86		29		John Hancock Life Insurance Company (U.S.A.)		AA-
151		$	2,000,000		Female		86		73		AXA Equitable Life Insurance Company		A+
152		$	1,000,000		Male		86		43		Security Life of Denver Insurance Company		A
153		$	3,000,000		Female		86		71		Sun Life Assurance Company of Canada (U.S.)		AA-
154		$	125,000		Male		86		53		Jackson National Life Insurance Company		AA
155		$	1,500,000		Male		86		66		AXA Equitable Life Insurance Company		A+
156		$	1,000,000		Male		86		45		AXA Equitable Life Insurance Company		A+
157		$	5,000,000		Male		86		75		Security Life of Denver Insurance Company		A
158		$	1,500,000		Male		86		38		Reliastar Life Insurance Company		A
159		$	1,500,000		Male		86		38		Reliastar Life Insurance Company		A
160		$	5,000,000		Male		86		60		Security Life of Denver Insurance Company		A
161		$	500,000		Male		86		31		Genworth Life Insurance Company		BB
162		$	1,980,000		Male		86		40		New York Life Insurance Company		AA+
163		$	1,000,000		Male		86		36		John Hancock Life Insurance Company (U.S.A.)		AA-
164		$	500,000		Male		86		39		New England Life Insurance Company		AA-
165		$	4,000,000		Female		86		41		Reliastar Life Insurance Company		A
166		$	284,924		Male		86		51		Transamerica Life Insurance Company		AA-
167		$	5,000,000		Female		86		80		American General Life Insurance Company		A+
168		$	500,000		Female		86		25		Transamerica Life Insurance Company		AA-
169		$	3,500,000		Female		86		95		Lincoln Benefit Life Company		BBB+
170		$	800,000		Male		86		40		Metropolitan Life Insurance Company		A+
171		$	5,000,000		Female		85		88		AXA Equitable Life Insurance Company		A+
172		$	1,000,000		Female		85		71		John Hancock Life Insurance Company (U.S.A.)		AA-
173		$	6,000,000		Female		85		98		American General Life Insurance Company		A+
174		$	5,000,000		Male		85		53		AXA Equitable Life Insurance Company		A+
175		$	1,433,572		Male		85		44		Security Mutual Life Insurance Company of NY		N/A
176		$	2,000,000		Male		85		42		National Life Insurance Company		A
177		$	1,000,000		Female		85		34		Metropolitan Life Insurance Company		A+
178		$	2,147,816		Female		85		107		John Hancock Life Insurance Company (U.S.A.)		AA-
179		$	4,200,000		Female		85		105		Transamerica Life Insurance Company		AA-
180		$	750,000		Male		85		75		West Coast Life Insurance Company		AA-
181		$	4,000,000		Male		85		26		John Hancock Life Insurance Company (U.S.A.)		AA-
182		$	1,000,000		Male		85		65		John Hancock Life Insurance Company (U.S.A.)		AA-
183		$	2,000,000		Female		85		86		Lincoln Benefit Life Company		BBB+
184		$	2,000,000		Female		85		62		New York Life Insurance Company		AA+
185		$	5,000,000		Male		85		62		Lincoln National Life Insurance Company		AA-
186		$	2,400,000		Male		85		27		Genworth Life Insurance Company		BB
187		$	3,000,000		Male		85		80		Transamerica Life Insurance Company		AA-
188		$	8,500,000		Male		85		93		John Hancock Life Insurance Company (U.S.A.)		AA-
189		$	600,000		Male		85		88		AXA Equitable Life Insurance Company		A+
190		$	7,600,000		Female		85		85		Transamerica Life Insurance Company		AA-
191		$	250,000		Male		85		18		Midland National Life Insurance Company		A+

34

		Face Amount			Gender		Age (ALB)(1)		LE (mo.)(2)		Insurance Company		S&P Rating
192		$	250,000		Male		85		41		Transamerica Life Insurance Company		AA-
193		$	2,500,000		Female		85		58		American General Life Insurance Company		A+
194		$	2,500,000		Male		85		47		AXA Equitable Life Insurance Company		A+
195		$	3,000,000		Male		85		47		Lincoln National Life Insurance Company		AA-
196		$	2,000,000		Male		85		73		Pacific Life Insurance Company		A+
197		$	7,600,000		Male		85		89		Transamerica Life Insurance Company		AA-
198		$	3,000,000		Female		85		36		AXA Equitable Life Insurance Company		A+
199		$	250,000		Male		85		68		Voya Retirement Insurance and Annuity Company		A
200		$	1,800,000		Female		85		50		Lincoln National Life Insurance Company		AA-
201		$	1,703,959		Male		85		58		Lincoln National Life Insurance Company		AA-
202		$	3,000,000		Male		85		49		Metropolitan Life Insurance Company		A+
203		$	500,000		Male		85		11		Great Southern Life Insurance Company		N/A
204		$	2,247,450		Female		85		49		Transamerica Life Insurance Company		AA-
205		$	1,000,000		Male		85		46		Hartford Life and Annuity Insurance Company		BBB+
206		$	400,000		Male		85		39		Transamerica Life Insurance Company		AA-
207		$	1,000,000		Male		85		81		Lincoln National Life Insurance Company		AA-
208		$	1,000,000		Male		85		51		Metropolitan Life Insurance Company		A+
209		$	3,500,000		Male		85		54		Pacific Life Insurance Company		A+
210		$	2,500,000		Male		85		54		AXA Equitable Life Insurance Company		A+
211		$	10,000,000		Male		84		116		Pacific Life Insurance Company		A+
212		$	87,677		Female		84		47		Protective Life Insurance Company		AA-
213		$	1,000,000		Male		84		51		Texas Life Insurance Company		N/A
214		$	500,000		Male		84		92		Metropolitan Life Insurance Company		A+
215		$	1,000,000		Male		84		57		Lincoln National Life Insurance Company		AA-
216		$	3,000,000		Male		84		30		U.S. Financial Life Insurance Company		A+
217		$	325,000		Male		84		53		Genworth Life and Annuity Insurance Company		BB
218		$	175,000		Male		84		53		Genworth Life and Annuity Insurance Company		BB
219		$	850,000		Male		84		48		American General Life Insurance Company		A+
220		$	600,000		Male		84		61		Massachusetts Mutual Life Insurance Company		AA+
221		$	1,900,000		Male		84		54		American National Insurance Company		A
222		$	500,000		Male		84		35		New York Life Insurance Company		AA+
223		$	500,000		Male		84		35		New York Life Insurance Company		AA+
224		$	5,000,000		Male		84		46		AXA Equitable Life Insurance Company		A+
225		$	385,000		Male		84		62		Metropolitan Life Insurance Company		A+
226		$	500,000		Male		84		62		Metropolitan Life Insurance Company		A+
227		$	75,000		Male		84		39		Fidelity and Guaranty Insurance Company		BBB-
228		$	10,000,000		Male		84		62		Lincoln National Life Insurance Company		AA-
229		$	1,500,000		Male		84		67		Lincoln National Life Insurance Company		AA-
230		$	250,000		Male		84		41		The Ohio State Life Insurance Company		N/A
231		$	3,500,000		Female		84		77		AXA Equitable Life Insurance Company		A+
232		$	1,000,000		Female		84		89		West Coast Life Insurance Company		AA-
233		$	1,000,000		Female		84		66		American General Life Insurance Company		A+
234		$	5,000,000		Female		84		65		Sun Life Assurance Company of Canada (U.S.)		AA-
235		$	3,000,000		Female		84		57		Metropolitan Life Insurance Company		A+
236		$	750,000		Male		84		67		John Hancock Life Insurance Company (U.S.A.)		AA-
237		$	4,500,000		Male		84		61		AXA Equitable Life Insurance Company		A+
238		$	1,250,000		Female		84		51		Columbus Life Insurance Company		AA
239		$	2,275,000		Male		84		80		Reliastar Life Insurance Company		A
240		$	10,000,000		Male		84		72		AXA Equitable Life Insurance Company		A+

35

		Face Amount			Gender		Age (ALB)(1)		LE (mo.)(2)		Insurance Company		S&P Rating
241		$	340,000		Female		84		75		Jackson National Life Insurance Company		AA
242		$	2,300,000		Male		84		13		American General Life Insurance Company		A+
243		$	3,500,000		Male		84		60		AXA Equitable Life Insurance Company		A+
244		$	6,217,200		Female		84		94		Phoenix Life Insurance Company		B+
245		$	2,500,000		Female		84		62		Reliastar Life Insurance Company		A
246		$	5,000,000		Female		84		48		Massachusetts Mutual Life Insurance Company		AA+
247		$	1,275,000		Male		84		44		General American Life Insurance Company		A+
248		$	2,000,000		Female		84		86		Lincoln National Life Insurance Company		AA-
249		$	1,000,000		Male		84		41		American General Life Insurance Company		A+
250		$	750,000		Male		84		78		AXA Equitable Life Insurance Company		A+
251		$	5,000,000		Male		84		71		Lincoln National Life Insurance Company		AA-
252		$	3,000,000		Male		83		56		Protective Life Insurance Company		AA-
253		$	1,500,000		Male		83		56		American General Life Insurance Company		A+
254		$	2,000,000		Female		83		94		Transamerica Life Insurance Company		AA-
255		$	1,500,000		Male		83		61		Pacific Life Insurance Company		A+
256		$	2,000,000		Male		83		75		New York Life Insurance Company		AA+
257		$	5,000,000		Male		83		97		American General Life Insurance Company		A+
258		$	250,000		Male		83		132		Reliastar Life Insurance Company		A
259		$	1,995,000		Female		83		69		Transamerica Life Insurance Company		AA-
260		$	4,000,000		Male		83		46		Lincoln National Life Insurance Company		AA-
261		$	10,000,000		Male		83		69		New York Life Insurance Company		AA+
262		$	1,000,000		Male		83		59		Hartford Life and Annuity Insurance Company		BBB+
263		$	1,000,000		Male		83		59		Jackson National Life Insurance Company		AA
264		$	417,300		Male		83		90		Jackson National Life Insurance Company		AA
265		$	5,000,000		Male		83		68		Transamerica Life Insurance Company		AA-
266		$	2,000,000		Male		83		59		Ohio National Life Assurance Corporation		AA-
267		$	1,000,000		Male		83		59		Ohio National Life Assurance Corporation		AA-
268		$	500,000		Female		83		92		AXA Equitable Life Insurance Company		A+
269		$	350,000		Male		83		26		Jackson National Life Insurance Company		AA
270		$	5,000,000		Female		82		68		Security Mutual Life Insurance Company of NY		N/A
271		$	5,000,000		Male		82		80		AXA Equitable Life Insurance Company		A+
272		$	6,000,000		Male		82		96		Transamerica Life Insurance Company		AA-
273		$	8,000,000		Male		82		73		AXA Equitable Life Insurance Company		A+
274		$	850,000		Female		82		89		Zurich Life Insurance Company		AA-
275		$	550,000		Male		82		106		Genworth Life Insurance Company		BB
276		$	500,000		Male		82		54		West Coast Life Insurance Company		AA-
277		$	1,680,000		Female		82		59		AXA Equitable Life Insurance Company		A+
278		$	1,000,000		Female		82		86		Lincoln National Life Insurance Company		AA-
279		$	1,250,000		Male		82		89		Metropolitan Life Insurance Company		A+
280		$	3,000,000		Female		82		61		AXA Equitable Life Insurance Company		A+
281		$	1,000,000		Male		82		55		AXA Equitable Life Insurance Company		A+
282		$	1,250,000		Female		82		75		Principal Life Insurance Company		A+
283		$	1,000,000		Male		82		47		AXA Equitable Life Insurance Company		A+
284		$	1,500,000		Male		82		60		Lincoln Benefit Life Company		BBB+
285		$	700,000		Male		82		91		Banner Life Insurance Company		AA-
286		$	3,000,000		Male		82		88		John Hancock Life Insurance Company (U.S.A.)		AA-
287		$	10,000,000		Male		82		60		Hartford Life and Annuity Insurance Company		BBB+
288		$	1,750,000		Male		82		72		AXA Equitable Life Insurance Company		A+
289		$	5,000,000		Male		82		62		AXA Equitable Life Insurance Company		A+

36

		Face Amount			Gender		Age (ALB)(1)		LE (mo.)(2)		Insurance Company		S&P Rating
290		$	300,000		Female		82		64		Hartford Life and Annuity Insurance Company		BBB+
291		$	250,000		Male		82		70		American General Life Insurance Company		A+
292		$	3,500,000		Male		82		76		Metropolitan Life Insurance Company		A+
293		$	2,502,000		Male		82		136		Transamerica Life Insurance Company		AA-
294		$	10,000,000		Male		82		102		John Hancock Life Insurance Company (U.S.A.)		AA-
295		$	250,000		Female		82		93		Accordia Life and Annuity Company		A-
296		$	3,000,000		Male		82		115		Principal Life Insurance Company		A+
297		$	1,700,000		Male		82		54		Lincoln National Life Insurance Company		AA-
298		$	1,210,000		Male		82		56		Lincoln National Life Insurance Company		AA-
299		$	3,000,000		Female		82		96		West Coast Life Insurance Company		AA-
300		$	7,000,000		Male		82		76		Genworth Life Insurance Company		BB
301		$	8,000,000		Male		81		118		Metropolitan Life Insurance Company		A+
302		$	3,000,000		Male		81		81		Reliastar Life Insurance Company		A
303		$	4,000,000		Male		81		72		Lincoln National Life Insurance Company		AA-
304		$	500,000		Male		81		46		Genworth Life and Annuity Insurance Company		BB
305		$	3,000,000		Male		81		136		Metropolitan Life Insurance Company		A+
306		$	300,000		Female		81		90		Metropolitan Life Insurance Company		A+
307		$	200,000		Male		81		64		Protective Life Insurance Company		AA-
308		$	150,000		Male		81		64		Protective Life Insurance Company		AA-
309		$	150,000		Male		81		64		Protective Life Insurance Company		AA-
310		$	350,000		Male		81		64		Lincoln National Life Insurance Company		AA-
311		$	1,187,327		Male		81		88		Transamerica Life Insurance Company		AA-
312		$	5,000,000		Male		81		99		John Hancock Life Insurance Company (U.S.A.)		AA-
313		$	800,000		Male		81		70		North American Company for Life And Health Insurance		A+
314		$	2,000,000		Male		81		20		Metropolitan Life Insurance Company		A+
315		$	1,000,000		Female		81		80		Lincoln Benefit Life Company		BBB+
316		$	6,000,000		Male		81		113		AXA Equitable Life Insurance Company		A+
317		$	320,987		Female		81		96		John Hancock Life Insurance Company (U.S.A.)		AA-
318		$	130,000		Male		81		43		Genworth Life Insurance Company		BB
319		$	5,500,000		Male		81		113		Metropolitan Life Insurance Company		A+
320		$	1,000,000		Male		81		114		Protective Life Insurance Company		AA-
321		$	2,000,000		Female		81		80		Pacific Life Insurance Company		A+
322		$	4,000,000		Male		81		87		Lincoln National Life Insurance Company		AA-
323		$	2,000,000		Male		81		74		Metropolitan Life Insurance Company		A+
324		$	2,000,000		Male		81		74		Metropolitan Life Insurance Company		A+
325		$	4,300,000		Female		81		101		American National Insurance Company		A
326		$	200,000		Male		81		59		Kansas City Life Insurance Company		N/A
327		$	2,000,000		Female		81		67		Transamerica Life Insurance Company		AA-
328		$	1,500,000		Female		81		68		Protective Life Insurance Company		AA-
329		$	1,000,000		Male		81		49		Pacific Life Insurance Company		A+
330		$	200,000		Male		81		40		Pruco Life Insurance Company		AA-
331		$	500,000		Male		81		40		Transamerica Life Insurance Company		AA-
332		$	3,000,000		Male		80		35		Pacific Life Insurance Company		A+
333		$	3,000,000		Male		80		35		Minnesota Life Insurance Company		A+
334		$	3,000,000		Male		80		35		Pruco Life Insurance Company		AA-
335		$	5,000,000		Male		80		89		Pacific Life Insurance Company		A+
336		$	5,000,000		Male		80		89		Pacific Life Insurance Company		A+
337		$	3,601,500		Male		80		85		Transamerica Life Insurance Company		AA-
338		$	1,000,000		Male		80		87		Sun Life Assurance Company of Canada (U.S.)		AA-

37

		Face Amount			Gender		Age (ALB)(1)		LE (mo.)(2)		Insurance Company		S&P Rating
339		$	5,000,000		Male		80		80		John Hancock Life Insurance Company (U.S.A.)		AA-
340		$	5,000,000		Male		80		120		Principal Life Insurance Company		A+
341		$	150,000		Male		80		85		MetLife Insurance Company USA		A+
342		$	1,009,467		Male		80		51		John Hancock Life Insurance Company (U.S.A.)		AA-
343		$	7,000,000		Male		80		77		Lincoln Benefit Life Company		BBB+
344		$	100,000		Male		80		57		North American Company for Life And Health Insurance		A+
345		$	1,000,000		Male		80		108		Lincoln National Life Insurance Company		AA-
346		$	5,000,000		Male		80		49		John Hancock Life Insurance Company (U.S.A.)		AA-
347		$	6,799,139		Male		80		114		AXA Equitable Life Insurance Company		A+
348		$	476,574		Male		80		64		Transamerica Life Insurance Company		AA-
349		$	2,250,000		Male		80		85		Massachusetts Mutual Life Insurance Company		AA+
350		$	775,000		Male		80		115		Lincoln National Life Insurance Company		AA-
351		$	1,000,000		Female		80		115		John Hancock Life Insurance Company (U.S.A.)		AA-
352		$	6,000,000		Male		80		111		AXA Equitable Life Insurance Company		A+
353		$	1,445,000		Female		80		97		AXA Equitable Life Insurance Company		A+
354		$	1,500,000		Female		80		97		AXA Equitable Life Insurance Company		A+
355		$	1,000,000		Male		80		78		Lincoln National Life Insurance Company		AA-
356		$	200,000		Male		80		50		Lincoln National Life Insurance Company		AA-
357		$	1,000,000		Male		80		102		Metropolitan Life Insurance Company		A+
358		$	6,000,000		Male		80		98		AXA Equitable Life Insurance Company		A+
359		$	5,000,000		Female		80		108		Reliastar Life Insurance Company		A
360		$	750,000		Male		80		61		Lincoln National Life Insurance Company		AA-
361		$	5,000,000		Male		80		170		West Coast Life Insurance Company		AA-
362		$	3,000,000		Male		80		87		Principal Life Insurance Company		A+
363		$	5,000,000		Male		79		129		Lincoln National Life Insurance Company		AA-
364		$	3,000,000		Male		79		78		American General Life Insurance Company		A+
365		$	5,000,000		Male		79		71		John Hancock Life Insurance Company (U.S.A.)		AA-
366		$	500,000		Male		79		60		John Hancock Life Insurance Company (U.S.A.)		AA-
367		$	1,000,000		Male		79		106		Metropolitan Life Insurance Company		A+
368		$	1,250,000		Male		79		91		AXA Equitable Life Insurance Company		A+
369		$	3,000,000		Female		79		81		New York Life Insurance Company		AA+
370		$	4,000,000		Male		79		43		Metropolitan Life Insurance Company		A+
371		$	2,500,000		Male		79		79		Massachusetts Mutual Life Insurance Company		AA+
372		$	2,500,000		Male		79		79		Massachusetts Mutual Life Insurance Company		AA+
373		$	500,000		Female		79		108		Columbus Life Insurance Company		AA
374		$	4,000,000		Female		79		86		Transamerica Life Insurance Company		AA-
375		$	4,000,000		Male		79		140		John Hancock Life Insurance Company (U.S.A.)		AA-
376		$	325,000		Male		79		36		American General Life Insurance Company		A+
377		$	1,750,000		Male		79		56		John Hancock Life Insurance Company (U.S.A.)		AA-
378		$	5,000,000		Male		79		96		Transamerica Life Insurance Company		AA-
379		$	3,750,000		Male		79		52		AXA Equitable Life Insurance Company		A+
380		$	550,000		Male		79		72		Pruco Life Insurance Company		AA-
381		$	300,000		Male		79		72		Pruco Life Insurance Company		AA-
382		$	2,000,000		Female		79		50		Transamerica Life Insurance Company		AA-
383		$	1,200,000		Female		78		126		Athene Annuity & Life Assurance Company		A-
384		$	1,000,000		Male		78		98		Accordia Life and Annuity Company		A-
385		$	2,840,000		Male		78		91		Transamerica Life Insurance Company		AA-
386		$	750,000		Male		78		82		North American Company for Life and Health Insurance		A+
387		$	1,000,000		Male		78		82		John Hancock Life Insurance Company (U.S.A.)		AA-

38

		Face Amount			Gender		Age (ALB)(1)		LE (mo.)(2)		Insurance Company		S&P Rating
388		$	500,000		Male		78		82		North American Company for Life and Health Insurance		A+
389		$	50,000		Male		78		40		Lincoln National Life Insurance Company		AA-
390		$	4,000,000		Male		78		62		Massachusetts Mutual Life Insurance Company		AA+
391		$	1,000,000		Female		78		68		John Hancock Life Insurance Company (U.S.A.)		AA-
392		$	1,000,000		Female		78		123		John Hancock Life Insurance Company (U.S.A.)		AA-
393		$	2,000,000		Male		78		94		Lincoln National Life Insurance Company		AA-
394		$	2,000,000		Male		78		94		Lincoln National Life Insurance Company		AA-
395		$	5,000,000		Male		78		113		Lincoln National Life Insurance Company		AA-
396		$	1,000,000		Male		78		115		Principal Life Insurance Company		A+
397		$	2,000,000		Male		78		100		Genworth Life Insurance Company		BB
398		$	6,250,000		Male		78		185		John Hancock Life Insurance Company (U.S.A.)		AA-
399		$	490,620		Male		78		80		Ameritas Life Insurance Corporation		A+
400		$	600,000		Male		78		77		Protective Life Insurance Company		AA-
401		$	400,000		Male		78		113		John Hancock Life Insurance Company (U.S.A.)		AA-
402		$	730,000		Male		77		96		Transamerica Life Insurance Company		AA-
403		$	5,000,000		Male		77		142		Pruco Life Insurance Company		AA-
404		$	300,000		Male		77		73		Penn Mutual Life Insurance Company		A+
405		$	5,000,000		Male		77		131		AXA Equitable Life Insurance Company		A+
406		$	3,000,000		Male		77		91		Pruco Life Insurance Company		AA-
407		$	3,000,000		Female		77		101		John Hancock Life Insurance Company (U.S.A.)		AA-
408		$	5,000,000		Male		77		136		Massachusetts Mutual Life Insurance Company		AA+
409		$	5,000,000		Male		77		136		Massachusetts Mutual Life Insurance Company		AA+
410		$	200,000		Female		77		139		West Coast Life Insurance Company		AA-
411		$	1,100,000		Male		77		133		Accordia Life and Annuity Company		A-
412		$	3,000,000		Male		77		97		Protective Life Insurance Company		AA-
413		$	2,000,000		Female		77		113		Accordia Life and Annuity Company		A-
414		$	10,000,000		Male		77		127		AXA Equitable Life Insurance Company		A+
415		$	2,500,000		Male		77		134		John Hancock Life Insurance Company (U.S.A.)		AA-
416		$	2,500,000		Male		77		134		John Hancock Life Insurance Company (U.S.A.)		AA-
417		$	1,000,000		Male		77		98		Athene Annuity & Life Assurance Company of New York		A-
418		$	7,000,000		Female		77		116		Pacific Life Insurance Company		A+
419		$	100,946		Female		77		154		Genworth Life and Annuity Insurance Company		BB
420		$	350,000		Male		77		106		AXA Equitable Life Insurance Company		A+
421		$	600,000		Male		77		106		AXA Equitable Life Insurance Company		A+
422		$	1,000,000		Male		77		77		Pacific Life Insurance Company		A+
423		$	2,000,000		Male		77		113		Transamerica Life Insurance Company		AA-
424		$	200,000		Male		77		111		Prudential Insurance Company of America		AA-
425		$	2,000,000		Female		77		162		Lincoln National Life Insurance Company		AA-
426		$	150,000		Male		77		99		Genworth Life Insurance Company		BB
427		$	2,000,000		Male		77		58		Athene Annuity & Life Assurance Company		A-
428		$	7,097,434		Male		77		153		Lincoln National Life Insurance Company		AA-
429		$	5,000,000		Male		77		54		West Coast Life Insurance Company		AA-
430		$	1,000,000		Male		76		122		Transamerica Life Insurance Company		AA-
431		$	750,000		Male		76		107		Protective Life Insurance Company		AA-
432		$	250,000		Male		76		98		Midland National Life Insurance Company		A+
433		$	3,000,000		Male		76		51		Accordia Life and Annuity Company		A-
434		$	200,000		Male		76		65		Reliastar Life Insurance Company		A
435		$	500,000		Male		76		96		AXA Equitable Life Insurance Company		A+
436		$	3,000,000		Male		76		108		John Hancock Life Insurance Company (U.S.A.)		AA-

39

		Face Amount			Gender		Age (ALB)(1)		LE (mo.)(2)		Insurance Company		S&P Rating
437		$	5,000,000		Male		76		108		John Hancock Life Insurance Company (U.S.A.)		AA-
438		$	8,000,000		Male		76		94		Metropolitan Life Insurance Company		A+
439		$	100,000		Male		76		53		AXA Equitable Life Insurance Company		A+
440		$	4,000,000		Female		76		137		American General Life Insurance Company		A+
441		$	500,000		Male		76		88		AIG Life Insurance Company		A+
442		$	1,000,000		Male		76		155		Security Mutual Life Insurance Company of NY		N/A
443		$	355,700		Male		76		103		Security Life of Denver Insurance Company		A
444		$	5,000,000		Male		76		54		Lincoln Benefit Life Company		BBB+
445		$	250,000		Male		76		135		West Coast Life Insurance Company		AA-
446		$	1,000,000		Male		76		112		Transamerica Life Insurance Company		AA-
447		$	2,000,000		Male		76		146		John Hancock Life Insurance Company (U.S.A.)		AA-
448		$	7,500,000		Female		76		173		Security Life of Denver Insurance Company		A
449		$	3,000,000		Female		76		110		General American Life Insurance Company		A+
450		$	100,000		Male		76		67		Transamerica Life Insurance Company		AA-
451		$	300,000		Female		76		133		Minnesota Life Insurance Company		A+
452		$	250,000		Male		76		88		United of Omaha Life Insurance Company		AA-
453		$	600,000		Male		75		69		United of Omaha Life Insurance Company		AA-
454		$	500,000		Male		75		87		Protective Life Insurance Company		AA-
455		$	1,000,000		Male		75		93		Security Life of Denver Insurance Company		A
456		$	1,000,000		Male		75		96		Transamerica Life Insurance Company		AA-
457		$	500,000		Male		75		89		AXA Equitable Life Insurance Company		A+
458		$	500,000		Male		75		103		United of Omaha Life Insurance Company		AA-
459		$	750,000		Male		75		27		North American Company for Life And Health Insurance		A+
460		$	8,000,000		Female		75		131		West Coast Life Insurance Company		AA-
461		$	250,000		Female		75		155		AXA Equitable Life Insurance Company		A+
462		$	300,000		Male		75		36		Lincoln National Life Insurance Company		AA-
463		$	172,245		Female		75		54		Symetra Life Insurance Company		A
464		$	5,004,704		Male		75		133		American General Life Insurance Company		A+
465		$	2,000,000		Male		75		119		Pruco Life Insurance Company		AA-
466		$	190,000		Male		75		103		Protective Life Insurance Company		AA-
467		$	100,000		Male		75		151		Protective Life Insurance Company		AA-
468		$	5,000,000		Male		75		129		AIG Life Insurance Company		A+
469		$	4,000,000		Male		75		108		Security Mutual Life Insurance Company of NY		N/A
470		$	89,626		Female		75		117		Union Central Life Insurance Company		A+
471		$	2,000,000		Male		75		94		American General Life Insurance Company		A+
472		$	10,000,000		Female		75		134		Reliastar Life Insurance Company		A
473		$	1,000,000		Female		75		150		John Hancock Life Insurance Company (U.S.A.)		AA-
474		$	500,000		Male		75		72		American General Life Insurance Company		A+
475		$	250,000		Male		75		73		Genworth Life and Annuity Insurance Company		BB
476		$	500,000		Male		75		95		Delaware Life Insurance Company		BBB+
477		$	370,000		Female		75		125		Minnesota Life Insurance Company		A+
478		$	500,000		Male		74		33		Midland National Life Insurance Company		A+
479		$	3,000,000		Male		74		71		AXA Equitable Life Insurance Company		A+
480		$	500,000		Male		74		61		William Penn Life Insurance Company of New York		AA-
481		$	2,500,000		Male		74		103		John Hancock Life Insurance Company (U.S.A.)		AA-
482		$	500,000		Male		74		134		Pruco Life Insurance Company		AA-
483		$	8,600,000		Male		74		152		AXA Equitable Life Insurance Company		A+
484		$	3,000,000		Male		74		103		Transamerica Life Insurance Company		AA-
485		$	800,000		Male		74		122		John Hancock Life Insurance Company (U.S.A.)		AA-

40

		Face Amount			Gender		Age (ALB)(1)		LE (mo.)(2)		Insurance Company		S&P Rating
486		$	1,500,000		Male		74		126		Lincoln National Life Insurance Company		AA-
487		$	1,500,000		Male		74		126		Lincoln National Life Insurance Company		AA-
488		$	1,500,000		Male		74		126		Lincoln National Life Insurance Company		AA-
489		$	2,500,000		Male		74		136		Banner Life Insurance Company		AA-
490		$	400,000		Male		74		80		Protective Life Insurance Company		AA-
491		$	10,000,000		Male		74		144		John Hancock Life Insurance Company (U.S.A.)		AA-
492		$	1,784,686		Male		74		153		Transamerica Life Insurance Company		AA-
493		$	250,000		Female		74		171		Protective Life Insurance Company		AA-
494		$	500,000		Male		73		122		Ameritas Life Insurance Corporation		A+
495		$	370,000		Male		73		122		Ameritas Life Insurance Corporation		A+
496		$	750,000		Male		73		130		Security Life of Denver Insurance Company		A
497		$	1,000,000		Female		73		120		United of Omaha Life Insurance Company		AA-
498		$	500,000		Male		73		106		William Penn Life Insurance Company of New York		AA-
499		$	250,000		Male		73		18		Security Life of Denver Insurance Company		A
500		$	100,000		Male		73		110		Protective Life Insurance Company		AA-
501		$	500,000		Male		73		128		Metropolitan Life Insurance Company		A+
502		$	2,000,000		Male		73		120		Voya Retirement Insurance and Annuity Company		A
503		$	1,500,000		Male		73		120		Voya Retirement Insurance and Annuity Company		A
504		$	300,000		Male		73		114		Protective Life Insurance Company		AA-
505		$	250,000		Male		73		68		American General Life Insurance Company		A+
506		$	2,500,000		Male		73		104		American General Life Insurance Company		A+
507		$	2,000,000		Male		73		131		John Hancock Life Insurance Company (U.S.A.)		AA-
508		$	800,000		Male		73		84		Commonwealth Annuity and Life Insurance Company		A-
509		$	267,988		Male		73		52		Minnesota Life Insurance Company		A+
510		$	300,000		Male		73		111		New England Life Insurance Company		AA-
511		$	1,167,000		Male		73		50		Transamerica Life Insurance Company		AA-
512		$	1,500,000		Male		73		108		Metropolitan Life Insurance Company		A+
513		$	1,000,000		Female		73		144		Reliastar Life Insurance Company		A
514		$	10,000,000		Male		73		118		AXA Equitable Life Insurance Company		A+
515		$	1,000,000		Male		72		130		AIG Life Insurance Company		A+
516		$	2,500,000		Male		72		51		Transamerica Life Insurance Company		AA-
517		$	400,000		Male		72		195		Protective Life Insurance Company		AA-
518		$	3,000,000		Male		72		75		John Hancock Life Insurance Company (U.S.A.)		AA-
519		$	2,000,000		Male		72		100		New York Life Insurance Company		AA+
520		$	2,000,000		Male		72		100		New York Life Insurance Company		AA+
521		$	5,000,000		Male		72		128		John Hancock Life Insurance Company (U.S.A.)		AA-
522		$	250,000		Female		72		108		Protective Life Insurance Company		AA-
523		$	2,500,000		Male		72		114		Lincoln National Life Insurance Company		AA-
524		$	2,500,000		Male		72		114		John Hancock Life Insurance Company (U.S.A.)		AA-
525		$	1,350,000		Male		72		100		Lincoln National Life Insurance Company		AA-
526		$	230,000		Male		72		117		Transamerica Life Insurance Company		AA-
527		$	139,398		Female		72		23		Lincoln National Life Insurance Company		AA-
528		$	190,000		Female		72		191		Protective Life Insurance Company		AA-
529		$	420,000		Male		72		131		Protective Life Insurance Company		AA-
530		$	75,000		Female		72		102		American General Life Insurance Company		A+
531		$	600,000		Male		72		84		AXA Equitable Life Insurance Company		A+
532		$	4,000,000		Male		72		141		MONY Life Insurance Company of America		A+
533		$	420,000		Male		72		122		RiverSource Life Insurance Company		A+
534		$	100,000		Male		72		137		Protective Life Insurance Company		AA-

41

		Face Amount			Gender		Age (ALB)(1)		LE (mo.)(2)		Insurance Company		S&P Rating
535		$	250,000		Male		71		50		Protective Life Insurance Company		AA-
536		$	650,000		Female		71		72		Security Life of Denver Insurance Company		A
537		$	500,000		Male		71		120		Ohio National Life Assurance Corporation		AA-
538		$	232,000		Male		71		179		Protective Life Insurance Company		AA-
539		$	185,000		Male		71		131		Genworth Life and Annuity Insurance Company		BB
540		$	40,000		Male		71		31		Banner Life Insurance Company		AA-
541		$	750,000		Male		71		125		Transamerica Life Insurance Company		AA-
542		$	1,250,000		Male		71		99		West Coast Life Insurance Company		AA-
543		$	1,500,000		Female		71		153		Pruco Life Insurance Company		AA-
544		$	5,000,000		Male		71		91		Transamerica Life Insurance Company		AA-
545		$	500,000		Male		71		92		Transamerica Life Insurance Company		AA-
546		$	500,000		Male		71		92		North American Company for Life And Health Insurance		A+
547		$	300,000		Male		71		195		John Hancock Life Insurance Company (U.S.A.)		AA-
548		$	100,000		Male		71		44		Genworth Life and Annuity Insurance Company		BB
549		$	150,000		Male		71		34		Protective Life Insurance Company		AA-
550		$	150,000		Male		71		34		AXA Equitable Life Insurance Company		A+
551		$	1,000,000		Male		71		54		John Hancock Life Insurance Company (U.S.A.)		AA-
552		$	202,700		Male		71		117		Farmers New World Life Insurance Company		N/A
553		$	5,000,000		Male		71		151		Metropolitan Life Insurance Company		A+
554		$	250,000		Female		70		120		Ohio National Life Assurance Corporation		AA-
555		$	2,000,000		Male		70		172		John Hancock Life Insurance Company (U.S.A.)		AA-
556		$	400,000		Male		70		161		Lincoln National Life Insurance Company		AA-
557		$	100,000		Male		70		101		Massachusetts Mutual Life Insurance Company		AA+
558		$	92,000		Female		70		199		Protective Life Insurance Company		AA-
559		$	175,000		Female		70		111		Lincoln National Life Insurance Company		AA-
560		$	1,500,000		Male		70		71		Lincoln National Life Insurance Company		AA-
561		$	250,000		Male		70		184		Lincoln National Life Insurance Company		AA-
562		$	1,500,000		Male		70		105		Midland National Life Insurance Company		A+
563		$	500,000		Male		70		111		Lincoln Benefit Life Company		BBB+
564		$	700,000		Male		70		116		Massachusetts Mutual Life Insurance Company		AA+
565		$	750,000		Male		69		134		North American Company for Life And Health Insurance		A+
566		$	1,000,000		Male		69		191		AXA Equitable Life Insurance Company		A+
567		$	1,200,000		Male		69		126		Massachusetts Mutual Life Insurance Company		AA+
568		$	2,500,000		Male		69		161		Pruco Life Insurance Company		AA-
569		$	2,500,000		Male		69		161		Pruco Life Insurance Company		AA-
570		$	4,000,000		Male		69		133		MetLife Insurance Company USA		A+
571		$	500,000		Male		69		42		Voya Retirement Insurance and Annuity Company		A
572		$	1,000,000		Male		69		87		Protective Life Insurance Company		AA-
573		$	2,000,000		Male		69		113		Transamerica Life Insurance Company		AA-
574		$	1,000,000		Male		69		113		Genworth Life Insurance Company		BB
575		$	250,000		Female		69		158		Protective Life Insurance Company		AA-
576		$	1,000,000		Male		69		163		Accordia Life and Annuity Company		A-
577		$	1,000,000		Male		69		61		Protective Life Insurance Company		AA-
578		$	1,000,000		Male		69		131		Transamerica Life Insurance Company		AA-
579		$	1,000,000		Male		69		131		Protective Life Insurance Company		AA-
580		$	156,538		Female		69		107		New York Life Insurance Company		AA+
581		$	2,000,000		Male		69		51		Metropolitan Life Insurance Company		A+
582		$	2,000,000		Male		69		51		Metropolitan Life Insurance Company		A+
583		$	1,000,000		Male		69		153		John Hancock Life Insurance Company (U.S.A.)		AA-

42

		Face Amount			Gender		Age (ALB)(1)		LE (mo.)(2)		Insurance Company		S&P Rating
584		$	400,000		Female		69		142		AXA Equitable Life Insurance Company		A+
585		$	300,000		Male		69		90		Protective Life Insurance Company		AA-
586		$	1,000,000		Male		68		138		Transamerica Life Insurance Company		AA-
587		$	250,000		Female		68		75		Transamerica Life Insurance Company		AA-
588		$	750,000		Male		68		161		Northwestern Mutual Life Insurance Company		AA+
589		$	2,000,000		Male		68		173		John Hancock Life Insurance Company (U.S.A.)		AA-
590		$	150,000		Male		68		117		Protective Life Insurance Company		AA-
591		$	600,000		Male		68		88		William Penn Life Insurance Company of New York		AA-
592		$	5,616,468		Male		68		180		John Hancock Life Insurance Company (U.S.A.)		AA-
593		$	1,100,000		Male		68		156		John Hancock Life Insurance Company (U.S.A.)		AA-
594		$	3,000,000		Male		68		193		John Hancock Life Insurance Company (U.S.A.)		AA-
595		$	400,000		Male		67		191		Lincoln National Life Insurance Company		AA-
596		$	3,000,000		Male		67		100		Reliastar Life Insurance Company		A
597		$	2,000,000		Male		67		100		AXA Equitable Life Insurance Company		A+
598		$	2,000,000		Male		67		100		AXA Equitable Life Insurance Company		A+
599		$	1,000,000		Male		67		48		Lincoln National Life Insurance Company		AA-
600		$	1,000,000		Male		67		78		Transamerica Life Insurance Company		AA-
601		$	350,000		Female		67		85		Assurity Life Insurance Company		N/A
602		$	5,000,000		Male		67		105		Athene Annuity & Life Assurance Company		A-
603		$	1,000,000		Male		67		149		Sun Life Assurance Company of Canada (U.S.)		AA-
604		$	800,000		Male		67		129		Lincoln National Life Insurance Company		AA-
605		$	800,000		Male		67		129		Lincoln National Life Insurance Company		AA-
606		$	229,725		Female		67		107		Hartford Life and Annuity Insurance Company		BBB+
607		$	490,000		Male		67		97		AXA Equitable Life Insurance Company		A+
608		$	220,581		Male		67		25		American General Life Insurance Company		A+
609		$	1,000,000		Male		67		109		The Savings Bank Life Insurance Company of Massachusetts		A-
610		$	320,000		Male		67		162		Transamerica Life Insurance Company		AA-
611		$	250,000		Male		67		163		Pruco Life Insurance Company		AA-
612		$	125,000		Male		67		50		Genworth Life and Annuity Insurance Company		BB
613		$	250,000		Male		67		199		Zurich Life Insurance Company		AA-
614		$	650,000		Male		67		185		Lincoln National Life Insurance Company		AA-
615		$	400,000		Male		66		132		Jackson National Life Insurance Company		AA
616		$	500,000		Female		66		171		Banner Life Insurance Company		AA-
617		$	350,000		Male		66		97		RiverSource Life Insurance Company		A+
618		$	200,000		Male		66		163		Prudential Insurance Company of America		AA-
619		$	200,000		Male		66		163		Prudential Insurance Company of America		AA-
620		$	750,000		Male		66		128		Pacific Life Insurance Company		A+
621		$	500,000		Male		66		136		Transamerica Life Insurance Company		AA-
622		$	500,000		Female		66		132		AIG Life Insurance Company		A+
623		$	265,000		Male		65		159		Protective Life Insurance Company		AA-
624		$	10,000,000		Male		65		65		Lincoln National Life Insurance Company		AA-
625		$	540,000		Male		65		172		West Coast Life Insurance Company		AA-
		$	1,272,077,891

____________

(1)      Person’s age on last birthday (ALB)

(2)      The insured’s life expectancy estimate, other than for a small face value insurance policy (i.e., a policy with $1 million in face value benefits or less), is the average of two life expectancy estimates provided by independent third-party medical-actuarial underwriting firms at the time of purchase, actuarially adjusted through the measurement date. Numbers in this column represent months.

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Competition

We encounter significant competition from numerous companies in the life insurance secondary market, including hedge funds, investment banks, secured lenders, specialty life insurance finance companies and life insurance companies. Many of these competitors have greater financial and other resources than we do and may have significantly lower cost of funds because they have greater access to insured deposits or the capital markets. Moreover, some of these competitors have significant cash reserves and can better fund shortfalls in collections that might have a more pronounced impact on companies such as ours. They may also have greater market share. In the event that better-financed life insurance companies make a significant effort to compete against our business or the secondary market in general, we would experience significant challenges with our business model.

Competition can take many forms, including the pricing of the financing, transaction structuring, timeliness and responsiveness in processing a seller’s application, and customer service. Some competitors may outperform us in these areas. Some competitors target the same type of life insurance owners as we do and generally have operated in the markets we service for a longer period of time. Increased competition may result in increased costs of purchasing policies or may affect the availability and quality of policies that are available for our purchase. These factors could adversely affect our profitability by reducing our return on investment or increasing our risk.

As we enter new markets, we expect to experience significant competition from incumbent market participants. Our ability to compete in these markets will be dependent upon our ability to deliver value-added products and services to the customers we serve. Even still, our competitors in these markets may have greater financial, market share and other resources than we do. These factors could adversely affect our profitability by reducing our return on investment or increasing our risk as we enter these markets.

Government Regulation

Our business is highly regulated at the state level with respect to life insurance assets, and at the federal level with respect to the issuance of securities. At the state level, states generally subject us to laws and regulations requiring us to obtain specific licenses or approvals to purchase or issue life insurance policies in those states. State statutes typically provide state regulatory agencies with significant powers to interpret, administer and enforce the laws relating to the life insurance industry. Under this authority, state regulators have broad discretionary power and may impose new licensing and other requirements, and interpret or enforce existing regulatory requirements in new and different ways. Any of these new requirements, interpretations or enforcement directives could be adverse to our industry, even in a material way. Furthermore, because the life insurance secondary market is relatively new and because of the history of certain abuses in the industry, we believe it is likely that state regulation will increase and grow more complex in the foreseeable future. We cannot, however, predict what any new regulation would specifically involve or how it might affect our industry or our business.

State regulation more generally affecting life insurance assets (and not necessarily directed at the life insurance secondary market itself) may also affect our industry and business in negative ways. For example, we are aware of recent legislative efforts in some states to mandate the sale or liquidation of life insurance policies as a precondition to eligibility for health care under the Patient Protection and Affordable Care Act. These kinds of laws, if passed, may adversely affect the number of life insurance policies available for purchase.

Although federal laws and regulations do not directly affect life insurance, in some cases the purchase of a variable life insurance policy may constitute a transaction involving a “security” that is governed by federal securities laws. While we presently hold few variable life insurance policies, our holding of a significant amount of such policies in the future could cause our company or one of its subsidiaries to be characterized as an “investment company” under the federal Investment Company Act of 1940. The application of that law to all or part of our business—whether due to our purchase of variable life insurance policies or to the expansion of definition of “securities” under federal securities laws—could require us to comply with detailed and complex regulatory requirements, and cause us to fall out of compliance with certain covenants under our revolving senior credit facility. Such an outcome could negatively affect our liquidity and increase our cost of capital and operational expenses, all of which would adversely affect our operating results. It is possible that such an outcome could even threaten the viability of our business and our ability to satisfy our obligations as they come due.

We hold licenses to purchase life insurance policies in 37 states and can also purchase in the eight unregulated states. At times, we may work with licensed entities to purchase a policy in a state where we are not licensed.

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Health Insurance Portability and Accountability Act (HIPAA)

HIPAA requires that holders of medical records maintain such records and implement procedures designed to assure the privacy of patient records. In order to carry out our business, we receive medical records and obtain a release to share such records with a defined group of persons, take on the responsibility for preserving the privacy of that information, and use the information only for purposes related to the life insurance policies we own.

The Genetic Information Nondiscrimination Act of 2008 (GINA)

GINA is a federal law that protects people from genetic discrimination in health insurance and employment. GINA prohibits health insurers from: (i) requesting, requiring or using genetic information to make decisions about eligibility for health insurance; or (ii) making decisions on health insurance premiums, contribution amounts, or coverage terms they offer to consumers. This means it is against the law for health insurance companies to use a genetic test result or family health history to deny health insurance, or to decide how much to charge for health insurance. In addition, GINA makes it against the law for health insurers to consider family history or a genetic test result, a pre-existing condition, require a genetic test, or use any genetic information, to discriminate coverage, even if the health insurance company did not mean to collect such genetic information.

GINA does not apply to the life insurance, long-term care or annuity industries. The life insurance, long-term care or annuity industries are founded on medical-evidenced underwriting principles in which specific medical conditions are taken into account when assessing and pricing risk. The regulation of genetic and related data (such as epigenetic data) is relatively new, and we believe it is likely that regulation will increase and grow more complex in the foreseeable future. We cannot, however, predict what any new law or regulation would specifically involve or how it might affect our industry, our business, or our future plans.

Employees

We employ approximately 67 employees.

Properties

Our principal executive offices are located at 220 South Sixth Street, Suite 1200, Minneapolis, Minnesota 55402. At that location, we lease 17,687 square feet of space for a lease term expiring in 2026. We believe that these facilities are adequate for our current needs and that suitable additional space will be available as needed.

Company Website Access and SEC Filings

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, are filed with the SEC. We are subject to the informational requirements of the Securities Exchange Act of 1934 and file or furnish reports, proxy statements and other information with the SEC.

Our general website address is www.gwgh.com. Our website has a wealth of information about our company, its mission, and our specialty finance business. Our website also has tools that could be used by our potential clients, financial advisors and investors alike.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the cash and non-cash compensation awarded to or earned by: (i) each individual who served as the principal executive officer and principal financial officer of GWG Holdings during the years ended December 31, 2016 and 2015; and (ii) each other individual that served as an executive officer of GWG Holdings at the conclusion of the years ended December 31, 2016 and 2015 and who received more than $100,000 in the form of salary and bonus during such fiscal year. These individuals are referred to as our “named executives.”

Name and Principal Position				Salary			Bonus			Option Awards(1)			Total
Jon R. Sabes		2016		$	491,546		$	386,607		$	282,623		$	1,160,776
Chief Executive Officer		2015		$	480,000		$	126,305		$	9,253		$	615,558
Michael D. Freedman		2016		$	350,000		$	253,084		$	—		$	603,084
President		2015		$	350,000		$	57,377		$	—		$	407,377
William B. Acheson		2016		$	225,000		$	166,331		$	13,549		$	404,880
Chief Financial Officer		2015		$	219,135		$	63,946		$	64,816		$	347,897
Jon L. Gangelhoff		2016		$	250,000		$	132,847		$	18,923		$	401,770
Chief Operating Officer		2015		$	250,000		$	59,770		$	25,043		$	334,813
Steven F. Sabes		2016		$	208,246		$	133,481		$	18,416		$	360,143
Executive Vice President and Secretary		2015		$	200,000		$	41,033		$	7,645		$	248,678
Paul A. Siegert		2016		$	201,488		$	—		$	—		$	201,488
Executive Chairman		2015		$	200,000		$	7,739		$	3,216		$	210,955

____________

(1)     Amounts shown reflect the grant date fair value of stock option awards granted for the respective year pursuant to the Company’s equity incentive plans, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The assumptions used in calculating the grant date fair value of stock option awards made in 2016 were consistent with those used for 2015 (please see fn. 12 to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 22, 2016), namely, the expected volatility used in the Black-Scholes model valuation of options issued during 2016 is based on the standard deviation of the average continuously compounded rate of return of five selected comparable companies over the previous 52 weeks, and forfeiture rates used in the valuation are based on historical Company information and expected future trend.

Employment Agreements and Change-in-Control Provisions

In June 2011, we entered into employment agreements with each of Messrs. Jon R. Sabes, Steven F. Sabes, Paul A. Siegert and Jon Gangelhoff. Mr. Jon R. Sabes is our Chief Executive Officer; Mr. Steven F. Sabes is our Executive Vice President of Originations and Servicing and Secretary and previously served as our President and our Chief Operating Officer; Mr. Siegert previously served as our President and Chairman of the Board of Directors and is currently the Executive Chairman of the Board of Directors; and Mr. Gangelhoff previously served as our Chief Financial Officer and is currently our Chief Operating Officer. On May 30, 2014, we entered into an employment agreement with William Acheson coincident with his appointment as our new Chief Financial Officer. These employment agreements establish key employment terms (including reporting responsibilities, base salary, discretionary and bonus opportunity and other benefits), provide for severance benefits in certain situations, and contain non-competition, non-solicitation and confidentiality covenants.

Under their respective employment agreements, Mr. Jon R. Sabes receives an annual base salary of $491,546, Mr. Steven F. Sabes receives an annual base salary of $208,246, Paul A. Siegert receives an annual base salary of $201,487, William Acheson receives an annual base salary of $225,000, and Mr. Gangelhoff receives an annual base salary of $250,000. The employment agreements contain customary provisions prohibiting the executives from

46

soliciting our employees for a period of 12–18 months after any termination of employment, and from competing with the Company for either two years (if the executive is terminated for good cause or if he resigns without good reason) or one year (if we terminate the executive’s employment without good cause or if he resigns with good reason). In the case of Mr. Acheson, his employment agreement prohibits him from competing against the Company for a one-year period after his termination of employment, regardless of the circumstances relating to that termination. If an executive’s employment is terminated by us without “good cause” or if the executive voluntarily resigns with “good reason,” then the executive will be entitled to (i) severance pay for a period of 12 months and (ii) reimbursement for health insurance premiums for his family if he elects continued coverage under COBRA.

The employment agreements for Messrs. Jon R. Sabes, Steve F. Sabes and Paul A. Siegert also provide that we will reimburse them for any legal costs they incur in enforcing their rights under the employment agreement and, to the fullest extent permitted by applicable law, indemnify them for claims, costs and expenses arising in connection with their employment, regardless of the outcome of any such legal contest, as well as interest at the prime rate on any payments under the employment agreements that are determined to be past due, unless prohibited by law.

All of the foregoing executive employment agreements include a provision allowing us to reduce their severance payments and any other payments to which the executive becomes entitled as a result of our change in control to the extent needed for the executive to avoid paying an excise tax under Code Section 280G, unless the named executive officer is better off, on an after-tax basis, receiving the full amount of such payments and paying the excise taxes due.

In September 2014, we entered into an employment agreement with Michael D. Freedman, who was appointed as our President in November 2014. Under his employment agreement, Mr. Freedman receives an annual base salary of $350,000. His employment agreement contains customary provisions prohibiting him from soliciting our employees or customers for a one-year period after his termination of employment, regardless of the circumstances relating to that termination. If Mr. Freedman’s employment is terminated without “cause” or if he voluntarily resigns with “good reason,” then he will be entitled to (i) severance pay equal to one-half of his annual salary then in effect (if such termination or resignation occurs one year or less from the date he was first employed by the Company) or his annual salary then in effect (if such termination or resignation occurs more than one year from the date he was first employed by the Company) 12 months; and (ii) reimbursement for health insurance premiums for his family if he elects continued coverage under COBRA for six months (if such termination or resignation occurs one year or less from the date he was first employed by the Company) or for 12 months (if such termination or resignation occurs more than one year from the date he was first employed by the Company).

2013 Stock Incentive Plan

In April 2013, our Board of Directors and our stockholders adopted the 2013 Stock Incentive Plan. The plan was subsequently revised on March 4, 2015 and reserved 2,000,000 shares of common stock for issuance. The 2013 Stock Incentive Plan permits the grant of both incentive and non-statutory stock options. As of December 31, 2016, there were 1,122,512 common shares issuable upon exercise of outstanding incentives granted under the plan. The Board of Directors adopted the 2013 Stock Incentive Plan to provide a means by which our employees, directors, officers and consultants may be granted an opportunity to purchase our common stock, to assist in retaining the services of such persons, to secure and retain the services of persons capable of filling such positions and to provide incentives for such persons to exert maximum efforts for our success.

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Outstanding Equity Awards at Fiscal Year End

As of December 31, 2016, our named executives had the following outstanding options to purchase common stock:

		Option Awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)			Option Expiration Date
Jon R. Sabes		4,000		2,000		—		$	8.28		9/5/2018
		3,333		1,667		—		$	8.20		4/7/2019
		3,333		1,667		—		$	8.71		9/2/2019
		3,333		1,667		—		$	9.91		11/24/2019
		1,667		3,333		—		$	10.18		6/12/2020
		1,667		3,333		—		$	8.55		8/18/2020
		1,667		3,333		—		$	6.60		12/29/2020
		—		5,000		—			6.35		4/29/2021
		—		5,000		—			6.41		5/13/2021
		13,541		311,459		—			9.47		11/10/2021
Michael D. Freedman		106,000		92,750		—		$	12.50		9/22/2024
William B. Acheson		22,500		10,000		—		$	7.46		5/27/2024
		3,333		1,667		—		$	7.92		9/2/2024
		3,333		1,667		—		$	9.01		11/24/2024
		30,000		—		—		$	8.00		3/11/2025
		30,000		60,000		—		$	7.53		4/6/2025
		1,667		3,333		—		$	9.25		6/12/2025
		1,667		3,333		—		$	7.77		12/29/2025
		—		5,000					6.35		4/29/2026
		—		5,000					6.41		5/13/2026
Jon L. Gangelhoff		77,000		—		—		$	7.52		9/5/2023
		3,333		1,667		—		$	7.46		4/7/2024
		3,333		1,667		—		$	7.92		9/2/2024
		3,333		1,667		—		$	9.01		11/24/2024
		3,334		6,666		—		$	8.00		3/11/2025
		1,667		3,333		—		$	9.25		6/12/2025
		3,334		6,666		—		$	7.77		8/18/2025
		1,667		3,333		—		$	6.00		12/29/2025
		—		5,000		—		$	6.35		4/29/2026
		—		5,000		—		$	6.41		5/13/2016
		—		2,500		—		$	8.76		9/19/2026
		—		2,000		—		$	7.93		12/20/2026

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		Option Awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)			Option Expiration Date
Steven F. Sabes		27,500		—		—		$	8.28		9/5/2018
		3,333		1,667		—		$	8.20		4/7/2019
		3,333		1,667		—		$	8.71		9/2/2019
		3,333		1,667		—		$	9.91		11/24/2019
		834		1,666		—		$	10.18		6/12/2020
		1,667		3,333		—		$	8.55		8/18/2020
		1,667		3,333		—		$	8.55		12/29/2020
		—		5,000		—		$	6.35		4/29/2021
		—		5,000		—		$	6.41		5/13/2021
		—		5,000				$	9.64		9/19/2021
Paul A. Siegert		27,500		—		—		$	7.52		9/5/2023
		3,333		1,667		—		$	7.46		4/7/2024
		1,667		833		—		$	7.92		9/2/2024
		1,667		833		—		$	9.01		11/24/2024
		1,667		3,333		—		$	9.25		6/12/2025

Director Compensation

The following table sets forth the cash and non-cash compensation awarded to or earned by each individual who served as a member of our Board of Directors during the year ended December 31, 2016.

Director’s Name		Fees Earned or Paid in Cash 2016			Option Awards(1)				Total
Paul A. Siegert (Executive Chairman)		$	15,000		$	0	(2)		$	15,000
Jon R. Sabes		$	15,000		$	0	(2)		$	15,000
Steven F. Sabes		$	15,000		$	0	(2)		$	15,000
David H. Abramson		$	46,200		$	38,780			$	84,980
Charles H. Maguire III		$	33,600		$	27,146			$	60,746
Jeffrey L. McGregor		$	34,800		$	31,024			$	65,824
Shawn R. Gensch		$	29,400		$	23,268			$	52,668

____________

(1)     Amounts shown reflect the grant date fair value of stock option awards granted during fiscal 2016, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718.

(2)     Excludes stock option awards granted to employee directors as compensation for serving as employees of the Company.

Each independent board member receives base compensation of $6,000 and an option to purchase 1,400 shares of the Company’s common stock per quarter. In addition, the chairman of the audit committee receives $4,800 and an option to purchase up to 1,400 shares of the Company’s common stock per quarter. The chairmen of the compensation committee and the corporate governance committee each receive $2,400 and an option to purchase up to 700 shares of the Company’s common stock per quarter. Also each non-chair member of committees receives $1,200 and an option to purchase up to 350 shares of the Company’s common stock per quarter.

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