Statement of Changes in Beneficial Ownership (4)
23 Dezember 2022 - 10:36PM
Edgar (US Regulatory)
|
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
|
|
| 1. Name
and Address of Reporting Person * DONDERO JAMES D |
2. Issuer Name and Ticker or Trading
Symbol NexPoint Real Estate Finance, Inc. [ NREF
] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director __X__
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
President |
|
(Last)
(First)
(Middle)
300 CRESCENT COURT, SUITE 700 |
3. Date of Earliest Transaction (MM/DD/YYYY)
12/23/2022
|
|
(Street)
DALLAS, TX 75201
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
|
Code |
V |
Amount |
(A) or (D) |
Price |
|
Common Stock |
12/23/2022 |
|
M |
|
2100000 |
A |
(1) |
2863485 |
I |
See Footnote (2) |
|
Common Stock |
|
|
|
|
|
|
|
50955 |
D |
|
|
Common Stock |
|
|
|
|
|
|
|
5694670 |
I |
See Footnote (3) |
|
Common Stock |
|
|
|
|
|
|
|
179878.456 (4) |
I |
See Footnote (5) |
|
Common Stock |
|
|
|
|
|
|
|
1800 |
I |
See Footnote (6) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
|
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
|
Class B OP Units (7) |
(8) |
12/23/2022 |
|
M (1)(8) |
|
|
2100000 |
(8) |
(8) |
Common Stock |
2100000 |
(1)(8) |
4869081.43 |
I |
See Footnote (2) |
| Explanation of
Responses: |
| (1) |
2,100,000 of the Class B
common units of limited partnership interest ("OP Units") in
NexPoint Real Estate Finance Operating Partnership, L.P., the
operating partnership (the "OP") of NexPoint Real Estate Finance,
Inc. (the "Issuer") were redeemed for an equal number of shares of
the Issuer's common stock in accordance with the limited
partnership agreement of the OP. |
| (2) |
2,100,000 shares and
4,869,081.43 Class B OP Units are held by NexPoint Real Estate
Opportunities, LLC, which is wholly owned by NexPoint Diversified
Real Estate Trust Operating Partnership, L.P., which is wholly
owned by NexPoint Diversified Real Estate Trust, 281,817 shares are
held by NexPoint Real Estate Strategies Fund and 481,668 shares are
held by NexPoint Capital, Inc. These entities are managed or
advised, directly or indirectly, by NexPoint Advisors, L.P. ("NP").
Mr. Dondero is the sole member of NP's general partner, and may be
deemed to be an indirect beneficial owner of securities held by NP.
Mr. Dondero disclaims beneficial ownership of such securities
except to the extent of his pecuniary interest therein. |
| (3) |
1,322,385 shares are held by
Highland Global Allocation Fund and 4,372,285 shares are held by
Highland Income Fund. These entities are managed by NexPoint Asset
Management, L.P. ("NexPoint Asset Management"), formerly known as
Highland Capital Management Fund Advisors, L.P. Mr. Dondero is the
sole stockholder and director of Strand Advisors XVI, Inc.,
NexPoint Asset Management's general partner, and may be deemed to
be an indirect beneficial owner of securities held by NexPoint
Asset Management. Mr. Dondero disclaims beneficial ownership of
such securities except to the extent of his pecuniary interest
therein. |
| (4) |
Includes shares acquired
under dividend reinvestment plan. |
| (5) |
29,207 shares are held by a
company which is an indirect wholly owned subsidiary of a trust of
which Mr. Dondero is the beneficiary. The remaining shares of
common stock are held directly by the trust. Mr. Dondero disclaims
beneficial ownership of the shares held directly or indirectly by
the trust except to the extent of his pecuniary interest
therein. |
| (6) |
These shares are held by a
limited liability company in which the trust referenced in footnote
5 to this Form 4 owns a majority interest. Mr. Dondero disclaims
beneficial ownership of such shares except to the extent of his
pecuniary interest therein. |
| (7) |
Represents OP Units in the
OP, the operating partnership of the Issuer. |
| (8) |
The OP Units are redeemable,
subject to certain requirements, for cash or, at the election of
the Issuer, for shares of the Issuer's common stock on a
one-for-one basis. The OP Units were vested as of the date of
issuance and have no expiration date. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
DONDERO JAMES D
300 CRESCENT COURT, SUITE 700
DALLAS, TX 75201 |
X |
X |
President |
|
Signatures
|
|
/s/ Brian Mitts, as attorney in fact for James
Dondero |
|
12/23/2022 |
| **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 control number. |
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