SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* Sabes Jon (Last) (First) (Middle) 220 SOUTH SIXTH STREET, SUITE 1200 (Street) MINNEAPOLIS MN 55402 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GWG Holdings, Inc. [ GWGH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2018
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock							743,840	I	By Trusts(1)
Common Stock							102,191	I	By family members who reside in the Reporting Person's Household
Common Stock							100,000	I	By Insurance Strategies Fund, LLC(2)
Common Stock	12/07/2018		G	100,000	D	$0	1,129,546	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Held by certain trusts, of which the Reporting Person is a beneficiary.

2. A Delaware limited liability company managed by ISF Management, LLC, a Delaware limited liability company, of which the Reporting Person is a manager. The Reporting Person disclaims beneficial ownership of the shares held by Insurance Strategies Fund, LLC, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for the purposes of Section 16 or for any other purpose.

Remarks:

Exhibit 24.1 updated Power of Attorney form attached.

	/s/ Craig Opp, as Attorney-in -fact for Jon Sabes	02/13/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

LIMITED POWER OF ATTORNEY
For Executing Form ID and Forms, 3, 4, 5 and 144

	The undersigned hereby appoints William Acheson and Craig Opp,
as the true and lawful attorney-in-facts, signing singly,  for the
undersigned, for such period of time that the undersigned is
required to file reports pursuant to Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
or Rule 144 of the Securities Act of 1933, as amended (the
"Securities Act"), due to the undersigned's affiliation with GWG
Holdings, Inc.,  a Delaware corporation (the "Company"), unless
earlier revoked by the undersigned in a signed writing delivered to
the foregoing attorneys-in-fact, to:

(1)	execute for and on behalf of the undersigned Form ID (Uniform
Application for Access Codes to file on EDGAR) and Forms 3, 4,
5 and 144 and any amendments to previously filed forms in
accordance with Section 16(a) of the Exchange Act or Rule 144
of the Securities Act and the rules thereunder.

(2)	do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form ID and Forms 3, 4, 5 and 144
and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority as
required by law; and

(3)	take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-
fact, may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Limited Power of Attorney
shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in his or her
discretion.

      The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform all and every act and
thing whatsoever requisite, necessary and proper to be done in the
exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as the undersigned could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or
his or her substitute or substitutes, shall lawfully do or cause to
be done by virtue of this Limited Power of Attorney and the rights
and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming any of the
undersigned's responsibilities to comply with Section 16 of the
Exchange Act or Rule 144 of the Securities Act.

      This Limited Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms
144, Forms 3, 4 and 5 with respect to the undersigned's holdings of
and transactions in securities issued by the Company unless earlier
revoked by the undersigned in a writing delivered to the foregoing
attorneys-in-fact.

	IN WITNESS WHEREOF, the undersigned has caused this Limited
Power of Attorney to be executed as of this 19 day of December,
2018.


___/s/ Jon Sabes__________
Signature

Jon Sabes
Type or Print Name




dms.us.53457609.01