SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol NexPoint Residential Trust, Inc. [ NXRT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 03/30/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 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 | 03/30/2020 | S(1) | 411,356 | D | $25 | 935,376.46(2) | I | By Highland Capital Management, L.P. | ||
Common Stock | 149,452.98 | D | ||||||||
Common Stock | 1,842,008(3) | I | By trust | |||||||
Common Stock | 139,803(4) | I | By NexPoint Advisors, L.P. | |||||||
Common Stock | 235,033(5) | I | By Highland Capital Management Fund Advisors, L.P. | |||||||
Common Stock | 26,479.63 | I | By employee benefit plan | |||||||
Common Stock | 16,986(6) | I | By limited liability company |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
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; therefore, no disgorgement was owed. The sale reported herein was instructed by the financial counterparty for cash management in a collateral account and does not reflect the portfolio manager's long-term view of the investment. NexPoint Residential Trust, Inc. repurchased these shares in a block trade at $25.00 per share. |
2. These shares are held by Highland Capital Management, L.P. ("HCMLP") both directly and indirectly through advised accounts. 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., HCMLP's general partner, and consequently, no longer has direct or indirect voting or investment control with respect to such shares. Accordingly, Mr. Dondero will no longer report beneficial ownership of shares held by HCMLP on a going forward basis. |
3. These shares are held by a trust pursuant to an employee purchase plan. Mr. Dondero disclaims beneficial ownership of such shares. |
4. These shares are held by NexPoint Advisors, L.P. ("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. |
5. 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. |
6. 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. |
Remarks: |
/s/ Brian Mitts, as attorney-in-fact | 03/31/2020 | |
** 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. |