Highland Capital Management SC 13G RAIT Financial Trust

Highland Capital Management SC 13GRAIT Financial Trust

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO§ 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO§ 240.13d-2

(Amendment No. )*

RAIT FINANCIAL TRUST

(Name of Issuer)

Common Shares of Beneficial Interest, $.03 par value per share

(Title of Class of Securities)

749227609

(CUSIP Number)

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule13d-1(b)

☐ Rule13d-1(c)

☒ Rule13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


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CUSIP NO. 749227609		13G		Page 16 of 19 Pages

SCHEDULE 13G

This Schedule 13G (this “13G”) is being filed on behalf of Highland Global Allocation Fund, a series of Highland Funds II, a Massachusetts business trust (the “Global Fund”), HighlandSmall-Cap Equity Fund, a series of Highland Funds II, a Massachusetts business trust (the“Small-Cap Fund”), Highland Capital Management Fund Advisors, L.P., a Delaware limited partnership (“Highland Fund Advisors”), Strand Advisors XVI, Inc., a Delaware corporation (“Strand XVI”), NexPoint Real Estate Strategies Fund, a Delaware statutory trust (“NRESF”), NexPoint Advisors, L.P., a Delaware limited partnership (“NexPoint Advisors”), NexPoint Advisors GP, LLC, a Delaware limited liability company (“NexPoint Advisors GP”), Highland Select Equity Master Fund, L.P., a Bermuda limited partnership (“Select Fund”), Highland Select Equity Fund GP, L.P., a Delaware limited partnership (“Select GP”), Highland Select Equity GP, LLC, a Delaware limited liability company (“Select LLC”), Highland Capital Management, L.P., a Delaware limited partnership (“Highland Capital”), Strand Advisors, Inc., a Delaware corporation (“Strand”), James D. Dondero and Matt McGraner (collectively, the “Reporting Persons”).

Item 1(a). Name of Issuer:

RAIT Financial Trust (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

Two Logan Square, 100 N. 18th Street, 23rd Floor, Philadelphia, Pennsylvania 19103

Item 2(a). Name of Persons Filing:

This 13G is filed by and on behalf of each of the following persons: (1) Global Fund,(2) Small-Cap Fund, (3) Highland Fund Advisors, (4), Strand XVI, (5) NRESF, (6) NexPoint Advisors, (7) NexPoint Advisors GP, (8) Select Fund, (9) Select GP, (10) Select LLC, (11) Highland Capital, (12) Strand, (13) James D. Dondero and (14) Matt McGraner.

Item 2(b). Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons is 300 Crescent Court, Suite 700, Dallas, Texas 75201.

Item 2(c). Citizenship:

Mr. Dondero and Mr. McGraner are United States citizens. Global Fund andSmall-Cap Fund are series of Massachusetts business trusts. Highland Fund Advisors, NexPoint Advisors, Select GP, and Highland Capital are Delaware limited partnerships. Strand XVI and Strand are Delaware corporations. NRESF is a Delaware statutory trust. NexPoint Advisors GP and Select LLC are Delaware limited liability companies. Select Fund is a Bermuda limited partnership.

Item 2(d). Title of Class of Securities:

Common Shares of Beneficial Interest, $.03 par value per share.

Item 2(e). CUSIP Number:

749227609

Item 3. If this statement is filed pursuant to§§ 240.13d-1(b), or240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4. Ownership:

(a) – (c)


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The following beneficial ownership of each of the Reporting Persons as of December 31, 2017 is as follows:


Name of Reporting Person	Amount beneficially owned		Percent of Class¹			Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power
Highland Global Allocation Fund		2,219,361		2.4	%		0		2,219,361		0		2,219,361
HighlandSmall-Cap Equity Fund		613,889		0.7	%		0		613,889		0		613,889
Highland Capital Management Fund Advisors, L.P.		2,833,250		3.0	%		0		2,833,250		0		2,833,250
Strand Advisors XVI, Inc.		2,833,250		3.0	%		0		2,833,250		0		2,833,250
NexPoint Real Estate Strategies Fund		117,040		0.1	%		0		117,040		0		117,040
NexPoint Advisors, L.P.		117,040		0.1	%		0		117,040		0		117,040
NexPoint Advisors GP, LLC		117,040		0.1	%		0		117,040		0		117,040
Highland Select Equity Master Fund, L.P.		1,741,521		1.9	%		0		1,741,521		0		1,741,521
Highland Select Equity Fund GP, L.P.		1,741,521		1.9	%		0		1,741,521		0		1,741,521
Highland Select Equity GP, LLC		1,741,521		1.9	%		0		1,741,521		0		1,741,521
Highland Capital Management, L.P.		1,741,521		1.9	%		0		1,741,521		0		1,741,521
Strand Advisors, Inc.		1,741,521		1.9	%		0		1,741,521		0		1,741,521
James D. Dondero		4,691,811		5.0	%		0		4,691,811		0		4,691,811
Matt McGraner		3,000		<0.1	%		3,000		0		3,000		0
TOTAL		4,694,811		5.0	%		3,000		4,691,811		3,000		4,691,811

The percentages are based on 93,046,621 common shares of beneficial interest, par value $0.03 per share, outstanding as of November 6, 2017, which is the total number of common shares of beneficial interest outstanding as reported in the Issuer’s Quarterly Report on Form10-Q filed with the Securities and Exchange Commission on November 13, 2017.

Item 5. Ownership of Five Percent or Less of a Class:

Not applicable.

Item 6. Ownership of More Than Five Percent on Behalf of Another Person:

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Not applicable.

Item 8. Identification and Classification of Members of the Group:

See Exhibit 99.1.

Item 9. Notice of Dissolution of Group:

Not applicable.

Item 10. Certification.

Not applicable.


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SIGNATURE

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

Dated: February 13, 2018


HIGHLAND FUNDS II, on behalf of its series Highland Global Allocation Fund

	By:	/s/ Frank Waterhouse
		Name: Frank Waterhouse
		Title: Authorized Signatory

HIGHLAND FUNDS II, on behalf of its series HighlandSmall-Cap Equity Fund

	By:	/s/ Frank Waterhouse
		Name: Frank Waterhouse
		Title: Authorized Signatory

HIGHLAND CAPITAL MANAGEMENT FUND ADVISORS, L.P.

By:	Strand Advisors XVI, Inc., its general partner

	By:	/s/ Frank Waterhouse
		Name: Frank Waterhouse
		Title: Authorized Signatory

STRAND ADVISORS XVI, INC.

	By:	/s/ Frank Waterhouse
		Name: Frank Waterhouse
		Title: Authorized Signatory

NEXPOINT REAL ESTATE STRATEGIES FUND

	By:	/s/ Brian Mitts
		Name: Brian Mitts
		Title: Authorized Signatory

NEXPOINT ADVISORS, L.P.

By:	NexPoint Advisors GP, LLC, its general partner

	By:	/s/ Frank Waterhouse
		Name: Frank Waterhouse
		Title: Authorized Signatory

NEXPOINT ADVISORS GP, LLC

	By:	/s/ Frank Waterhouse
		Name: Frank Waterhouse
		Title: Authorized Signatory


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HIGHLAND SELECT EQUITY MASTER FUND, L.P.

By:	Highland Select Equity Fund GP, L.P., its general partner

By:	Highland Select Equity GP, LLC, its general partner

By:	Highland Capital Management, L.P., its sole member

By:	Strand Advisors, Inc., its general partner

	By:	/s/ Scott Ellington
		Name: Scott Ellington
		Title: Authorized Signatory

HIGHLAND SELECT EQUITY FUND GP, L.P.

By:	Highland Select Equity GP, LLC, its general partner

By:	Highland Capital Management, L.P., its sole member

By:	Strand Advisors, Inc., its general partner

	By:	/s/ Scott Ellington
		Name: Scott Ellington
		Title: Authorized Signatory

HIGHLAND SELECT EQUITY GP, LLC

By:	Highland Capital Management, L.P., its sole member

By:	Strand Advisors, Inc., its general partner

	By:	/s/ Scott Ellington
		Name: Scott Ellington
		Title: Authorized Signatory

HIGHLAND CAPITAL MANAGEMENT, L.P.

By:	Strand Advisors, Inc., its general partner

	By:	/s/ Scott Ellington
		Name: Scott Ellington
		Title: Authorized Signatory

STRAND ADVISORS, INC.

	By:	/s/ Scott Ellington
		Name: Scott Ellington
		Title: Authorized Signatory

/s/ James D. Dondero
James D. Dondero

/s/ Matt McGraner
Matt McGraner

Name of reporting person

Highland Global Allocation Fund

Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☐

SEC use only

Citizenship or place of organization

Massachusetts