Statement of Changes in Beneficial Ownership (4)
March 27 2020 - 4:16PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
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1. Name and Address of Reporting Person
*
DONDERO JAMES D |
2. Issuer Name and Ticker or Trading Symbol
NexPoint Residential Trust, Inc.
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NXRT
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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)
3/25/2020 |
(Street)
DALLAS, TX 75201
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 3/25/2020 | | S(1) | | 9855 | D | $24.00 (2) | 1882153 (3) | I | By trust |
Common Stock | 3/25/2020 | | S(1) | | 30035 | D | $24.95 (4) | 1852118 (3) | I | By trust |
Common Stock | 3/25/2020 | | S(1) | | 8110 | D | $25.66 (5) | 1844008 (3) | I | By trust |
Common Stock | 3/25/2020 | | S(1) | | 2000 | D | $26.69 (6) | 1842008 (3) | I | By trust |
Common Stock | 3/25/2020 | | S(1) | | 10373 | D | $26.07 | 1364133.46 (7) | I | By Highland Capital Management, L.P |
Common Stock | 3/25/2020 | | S(8) | | 4899 | D | $24.66 | 139803 (9)(10) | I | By NexPoint Advisors, L.P. |
Common Stock | 3/26/2020 | | S(1) | | 17401 | D | $25.04 | 1346732.46 (7) | I | By Highland Capital Management, L.P. |
Common Stock | | | | | | | | 149452.98 | D | |
Common Stock | | | | | | | | 235033 (10)(11) | I | By Highland Capital Management Fund Advisors, L.P. |
Common Stock | | | | | | | | 26479.63 | I | By employee benefit plan |
Common Stock | | | | | | | | 16986 (12) | I | By limited liability company |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Explanation of Responses: |
(1) | The Reporting Person's sale of NexPoint Residential Trust, Inc. common stock reported herein did not result in any profit from matchable transactions under Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act"); therefore, no disgorgement was owed. The sale reported herein was for cash management in a collateral account and does not reflect the portfolio manager's long-term view of the investment. |
(2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.41 to $24.39, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (4)-(6) to this Form 4. |
(3) | These shares are held by a trust pursuant to an employee purchase plan. Mr. Dondero disclaims beneficial ownership of such shares. |
(4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.41 to $25.37, inclusive. |
(5) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.41 to $26.35, inclusive. |
(6) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.435 to $26.96, inclusive. |
(7) | These shares are held by Highland Capital Management, L.P. ("HCMLP") both directly and indirectly through advised accounts. Mr. Dondero is the sole shareholder of Strand Advisors, Inc., HCMLP's general partner, and may be deemed to be an indirect beneficial owner of shares held by HCMLP. Effective January 2020 as a result of the change of control of HCMLP, Mr. Dondero no longer serves as the President or sole director of Strand Advisors, Inc. Given Mr. Dondero's historic role with HCMLP, his continued ownership interest and his role as portfolio manager, we have included shares held by advised accounts of HCMLP in this filing. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(8) | The Reporting Person's sale of NexPoint Residential Trust, Inc. common stock reported herein did not result in any profit from matchable transactions under Section 16(b) of the Exchange Act; therefore, no disgorgement was owed. The sale reported herein was for cash management in an account advised by NexPoint Advisors, L.P. ("NP") and does not reflect the portfolio manager's long-term view of the investment. |
(9) | These shares are held by NP indirectly through advised accounts. Mr. Dondero is the sole member of NP's general partner, and may be deemed to be an indirect beneficial owner of shares held by NP. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(10) | Includes shares acquired under the issuer's dividend reinvestment plan. |
(11) | These shares are held by Highland Capital Management Fund Advisors, L.P. ("HCMFA") indirectly through advised accounts. Mr. Dondero is the sole stockholder and director of Strand Advisors XVI, Inc., HCMFA's general partner, and may be deemed to be an indirect beneficial owner of shares held by HCMFA. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(12) | These shares are held by a limited liability company in which the trust referenced in footnote 3 to this Form 4 owns a majority interest. Mr. Dondero disclaims beneficial ownership of such shares. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
DONDERO JAMES D 300 CRESCENT COURT, SUITE 700 DALLAS, TX 75201 | X | X | President |
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Signatures
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/s/ Brian Mitts, as attorney-in-fact | | 3/27/2020 |
**Signature of Reporting Person | Date |
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