NexPoint Residential Trust (NXRT) Form 4 NexPoint Residential 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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 Residential Trust, Inc. [ NXRT ]

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

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2025

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	02/17/2025		M		8,810	A	(1)	657,033(2)	D
Common Stock	02/18/2025		M		11,941	A	(1)	668,974	D
Common Stock								998,155	I	By trust(3)
Common Stock								157,661(2)	I	By NexPoint Advisors, L.P.(4)
Common Stock								391,735(2)	I	See Footnote(5)
Common Stock								13,994(2)	I	See Footnote(6)
Common Stock								856,930(2)	I	See Footnote(7)
Common Stock								37,627.7956(2)	I	By 401(k)

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
Restricted Stock Units	(1)	02/17/2025		M			8,810	(8)	(8)	Common Stock	8,810	$0	17,620	D
Restricted Stock Units	(1)	02/18/2025		M			11,941	(9)	(9)	Common Stock	11,941	$0	11,939	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of common stock of NexPoint Residential Trust, Inc.

2. Includes shares acquired under a dividend reinvestment plan.

3. These shares are held by a trust. Mr. Dondero disclaims beneficial ownership of such shares.

4. 36,822 shares are held by NexPoint Real Estate Strategies Fund, 97,430 shares are held by NexPoint Diversified Real Estate Trust and 23,409 shares are held by NexPoint Capital, Inc. These entities are managed by NexPoint Advisors, L.P. ("NP"). 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. 204,648 shares are held by Highland Opportunities and Income Fund and 187,087 shares are held by Highland Global Allocation Fund. These entities are managed by NexPoint Asset Management, L.P., 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.

6. These shares are held through PCMG Trading Partners XXIII, L.P. ("PCMG"). The reporting person may be deemed to be an indirect beneficial owner of the shares held by PCMG. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

7. These shares are held by a subsidiary of the trust referenced in footnote 3 to this Form 4. Mr. Dondero disclaims beneficial ownership of such shares.

8. On February 17, 2022, the reporting person was granted 44,051 restricted stock units which vested one-fifth on February 17, 2023, one-fifth on February 17, 2024, and one-fifth on February 17, 2025, and which will vest one-fifth on February 17, 2026 and one-fifth on February 17, 2027. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

9. On February 18, 2021, the reporting person was awarded 59,703 restricted stock units, which vested one-fifth on February 18, 2022, one-fifth on February 18, 2023, and one-fifth on February 18, 2024, and one-fifth on February 18, 2025, and which vest will one-fifth on February 18, 2026. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

	/s/ Matt McGraner as attorney-in-fact for James D. Dondero	02/21/2025
	** 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.