Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  FREEDMAN MICHAEL DAVID
 2. Date of Event Requiring Statement (Month/Day/Year)
11/13/2014		 3. Issuer Name and Ticker or Trading Symbol
GWG Holdings, Inc. [GWGH]
(Last)
(First)
(Middle)
220 SOUTH SIXTH STREET, SUITE 1200		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MINNEAPOLIS, MN 55402		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 2,700
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option   (1) 09/22/2024 Common Stock 318,000 $ 12.5 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FREEDMAN MICHAEL DAVID
220 SOUTH SIXTH STREET, SUITE 1200
MINNEAPOLIS, MN 55402		       President  

Signatures

/s/ Bill Acheson as Attorney-in-fact 11/20/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Options to purchase 53,000 shares of the Company's common stock will vest on each of 9/22/2015, 9/22/2016 and 9/22/2017. The remaining 159,000 options will vest quarterly using a formula based upon the closing price of the Company's common stock on the last business day of such quarter, with a maximum of 53,000 of these remaining options eligible to vest for each one-year period ending on 9/30/2015, 9/30/2016 and 9/30/2017.
 
Remarks:
Exhibit 24.1 Power of Attorney attached hereto.

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