NexPoint Diversified Real Estate Trust (NXDT) Form 4 NEXPOINT DIVERSIFIED REAL ESTATE TRUST / JAMES D DONDERO ownership change

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^*

DONDERO JAMES D

(Last) (First) (Middle)

300 CRESCENT COURT, SUITE 700

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NEXPOINT DIVERSIFIED REAL ESTATE TRUST [ NXDT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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	05/22/2023		P		3,545	A	$10.13	273,050.39	I	See Footnote(1)
Common Stock								1,825,479	I	See Footnote(2)
Common Stock								89,078.81	D
Common Stock								3,963,399	I	See Footnote(3)
Common Stock								514,012	I	See Footnote(4)
Common Stock								62,808.9564	I	By employee benefit plan
5.50% Series A Cumulative Preferred Shares	05/23/2023		P		441	A	$15.25	15,852	I	See Footnote(5)
5.50% Series A Cumulative Preferred Shares								45,986	I	See Footnote(3)
5.50% Series A Cumulative Preferred Shares								13,831	I	See Footnote(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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. 31,556 shares are held by Drugcrafters, L.P. ("Drugcrafters"), 65,714.39 shares are held by PCMG Trading Partners XXIII, L.P. and 175,780 shares are held by Governance Re Ltd. Mr. Dondero owns 75% of PCMG Trading Partners XXIII, L.P. ("PCMG") and PCMG owns 99% of Drugcrafters. These entities are ultimately controlled by Mr. Dondero. Mr. Dondero may be deemed to be an indirect beneficial owner of shares held by such entities. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

2. 1,275,616 shares are held by Highland Income Fund and 549,863 shares are held by Highland Global Allocation Fund. These entities are managed by NexPoint Asset Management, L.P. ("NexPoint Asset Management"), which is ultimately controlled by Mr. Dondero. Mr. Dondero may be deemed to be an indirect beneficial owner of shares held by such entities. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

3. These shares are held by The Dugaboy Investment Trust of which Mr. Dondero is the beneficiary pursuant to an employee purchase plan. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

4. These shares are held by subsidiaries of The Dugaboy Investment Trust. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

5. These shares are held by Drugcrafters. Mr. Dondero is the sole managing member of the general partner of Drugcrafters and may be deemed to be an indirect beneficial owner of shares held by Drugcrafters. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

6. These shares are held by Highland Global Allocation Fund, which is managed by NexPoint Asset Management. 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 shares held by NexPoint Asset Management. The reporting person previously filed a Form 4 on May 22, 2023, which, due to a clerical error, overstated the number of shares held by Highland Global Allocation Fund by 2,407 shares and this report corrects such error. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Remarks:

President

	/s/ James D. Dondero	05/24/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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