NXRT NexPoint Residential Trust Inc

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SCHEDULE 13D/A

This Amendment No. 11 (this “Amendment”) is being filed on behalf of Highland Capital Management, L.P., a Delaware limited partnership (“Highland Capital”), NexPoint Advisors, L.P., a Delaware limited partnership (“NexPoint Advisors”), James D. Dondero and Nancy Marie Dondero (collectively, the “Reporting Persons”), and amends the Schedule 13D filed on March 26, 2015, as subsequently amended on April 14, 2015, as subsequently amended on April 28, 2015, as subsequently amended on April 28, 2015, as subsequently amended on September 2, 2015, as subsequently amended on October 19, 2015, as subsequently amended on July 22, 2016, as subsequently amended on October 27, 2016, as subsequently amended on April 17, 2017, as subsequently amended on March 27, 2018, and as subsequently amended on July 20, 2018. This Amendment updates the stock ownership information for the Schedule 13D. The Schedule 13D is supplementally amended as follows.

The Reporting Persons received an aggregate of 2,470,129 shares of Common Stock, par value $0.01 per share (the “Common Stock”) in connection with the consummation of the separation of the Issuer from NexPoint Strategic Opportunities Fund (formerly known as NexPoint Credit Strategies Fund) (the “Spin-Off”). On November 16, 2018, the Reporting Persons purchased an additional 207,972 shares of Common Stock at $33.00 per share l in connection with the Issuer’s underwritten public offering that closed on November 16, 2018 (the “Offering”), for an aggregate purchase price of approximately $6,863,076. All Common Stock purchased by the Reporting Persons have been purchased using working capital. As a result of the closing of the Offering, the percentage ownership beneficially owned by the Reporting Persons decreased by an amount greater than 1%.

The information set forth in Item 3 of this Amendment is incorporated herein by reference.

Pursuant to the underwriting agreement relating to the Offering, on November 14, 2018, the Reporting Persons, other than Ms. Dondero, entered into a lock-up agreement (as described in Item 6 herein).

(a) As of November 16, 2018, (i) Highland Capital may be deemed to beneficially own 2,511,392.58 shares of Common Stock, which represents approximately 10.69% of the outstanding Common Stock, (ii) NexPoint Advisors may be deemed to beneficially own 141,085.00 shares of Common Stock, which represents approximately 0.60% of the outstanding Common Stock, (iii) James D. Dondero may be deemed to beneficially own 4,616,941.2416 shares of Common Stock, which represents approximately 19.65% of the outstanding Common Stock, and (iv) Nancy Marie Dondero, in her capacity of trustee of a trust and through direct ownership in a shared account, may deemed to beneficially own 1,774,238.6285 shares of Common Stock, which represents approximately 7.55% of the outstanding Common Stock. James D. Dondero has the right to acquire beneficial ownership of the 1,761,406.0185 shares of Common Stock owned by the trust referred to in the preceding sentence.

(b)

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(c) Except as reported in this Amendment, including with respect to the Common Stock acquired by the Reporting Persons pursuant to the Offering, none of the Reporting Persons has effected any transactions in the Issuer’s securities within the past 60 days.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock.

(e) Not applicable.

On May 21, 2018, Nancy Marie Dondero, as Family Trustee for and on behalf of The Dugaboy Investment Trust (“Dugaboy”) entered into a revolving line of credit promissory note (the “Note”) with JPMorgan Chase Bank, N.A. (“JP Morgan”), pursuant to which JP Morgan agreed to issue a line of credit, up to an aggregate principal amount of $15,000,000, upon the terms and conditions set forth in the Loan Letter Agreement, dated May 21, 2018, between JP Morgan and Dugaboy. The Note has a maturity date of May 31, 2019, at which time all principal and interest will become due and payable. The proceeds of the Note are to be used for working capital or other business purposes.

Dugaboy pledged 1,718,960 shares of the Issuer, all of which Ms. Dondero may be deemed to beneficially own as a result of her position as Family Trustee, as collateral for the Note pursuant to the terms of the Collateral Agreement, dated May 21, 2018, between JP Morgan and Dugaboy.

Pursuant to the terms of the Underwriting Agreement (the “Underwriting Agreement), dated November 14, 2018, by and among the Issuer, NexPoint Real Estate Advisors, L.P. (the “Adviser”), NexPoint Residential Trust Operating Partnership, L.P. (the “OP”), and Raymond James & Associates, Inc. as the representative of several underwriters (“Underwriter”), entered into in connection with the Offering, Mr. Dondero, Highland Capital, NexPoint Advisors, Highland Capital Management Fund Advisors, L.P. and the executive officers and directors of the Issuer, including Mr. Dondero (the “Locked-Up Parties”), entered into a lock-up agreement with the Underwriter. The lock-up agreement prohibits the Locked-Up Parties from selling, pledging, granting any option to purchase or otherwise dispose of any Common Stock, or securities exchangeable or exercisable for or convertible into Common Stock currently owned either of record or beneficially for a period beginning on November 14, 2018 and continuing through the close of trading on the date 60 days after the date of the final prospectus relating to the Offering (the “Lock-Up Period”), without the prior written consent of the Underwriter. The Lock-Up Period is subject to certain exceptions under certain circumstances.

The summaries of the Underwriting Agreement and Lock-Up Agreement contained in this Item 6 are qualified in their entirety by reference to the Underwriting Agreement and the Lock-Up Agreement, each of which is filed as an exhibit hereto and incorporated by reference herein.

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Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 20, 2018