Matt McGraner Form 4 NexPoint Residential Trust / Matt McGraner 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^*

McGraner Matt

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Chief Investment Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2024

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	02/17/2024		M		8,810	A	(1)	210,578	D
Common Stock	02/17/2024		F		2,650	D	$31.08	207,928	D
Common Stock	02/18/2024		M		15,182	A	(1)	223,110	D
Common Stock	02/18/2024		F		4,254	D	$31.08	218,856	D
Common Stock								13,053.94	I	By 401(k) plan
Common Stock								16,986(2)	I	By limited liability company
Common Stock								108,630.25(3)	I	By Trust

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)	02/17/2024		M			8,810	(4)	(4)	Common Stock	8,810	$0	26,430	D
Restricted Stock Units	(1)	02/18/2024		M			15,182	(5)	(5)	Common Stock	15,182	$0	30,364	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. These shares are held by a limited liability company in which Mr. McGraner owns an indirect minority interest. Mr. McGraner disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

3. These shares are held in a trust. Mr. McGraner is the trustee of the trust. Mr. McGraner disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

4. On February 17, 2022, the reporting person was granted 44,051 restricted stock units which vested one-fifth on February 17, 2023, and one-fifth on February 17, 2024, and which will vest one-fifth on February 17, 2025, 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.

5. On February 18, 2021, the reporting person was granted 75,911 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 which will vest one-fifth on February 18, 2025 and 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/ Brian Mitts, as attorney-in-fact	02/21/2024
	** 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).
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