Officer Dondero James D acquired 445,170 shares (SEC Form 4)
$NXDT
Real Estate Investment Trusts
Real Estate
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/17/2025 | ||||||||||||||||||||||||||
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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 | 04/17/2025 | J(1) | 354,133 | A | (1) | 737,610 | I | See Footnote(2) | ||
| Common Stock | 04/17/2025 | J(1) | 76,079 | A | (1) | 1,748,565.43 | I | See Footnote(3) | ||
| Common Stock | 04/17/2025 | J(1) | 14,958 | A | (1) | 2,065,241 | I | See Footnote(4) | ||
| Common Stock | 4,883,822.9489 | D | ||||||||
| Common Stock | 6,240.3 | I | As custodian of UTMA account for child 1(5) | |||||||
| Common Stock | 6,226.25 | I | As custodian of UTMA account for child 2(5) | |||||||
| Common Stock | 6,240.31 | I | As custodian of UTMA account for child 3(5) | |||||||
| Common Stock | 4,628.93 | I | As custodian of UTMA account for child 4(5) | |||||||
| Common Stock | 4,429.5 | I | As custodian of UTMA account for child 5(5) | |||||||
| Common Stock | 6,240.31 | I | As custodian of UTMA account for child 6(5) | |||||||
| Common Stock | 566,929 | I | See Footnote(6) | |||||||
| Common Stock | 75,357.9313 | I | By employee benefit plan | |||||||
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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 | ||||||||
| Profits LTIP Units(7) | (7) | 04/17/2025 | J(1) | 14,330.94 | (8) | (8) | Common Shares | 14,330.94(9) | $0 | 14,330.94 | D | ||||
| Profits LTIP Units(7) | (7) | 04/17/2025 | J(1) | 42,992.82 | (8) | (8) | Common Shares | 42,992.82(9) | $0 | 57,323.76 | D | ||||
| Explanation of Responses: |
| 1. Acquired pursuant to that certain Agreement and Plan of Merger, dated as of November 22, 2024, by and among NexPoint Diversified Real Estate Trust (the "Issuer"), NexPoint Diversified Real Estate Trust Operating Partnership, L.P. (the "OP"), and those certain other parties thereto, with the exchange rate being equal to the quotient of $0.36 divided by the volume weighted average price of the shares of Common Stock quoted on the New York Stock Exchange for the ten (10) trading days prior to the closing of the merger of NHT Hospitality, Inc. with and into one of the Issuer's wholly owned subsidiaries which equaled $3.7228. |
| 2. 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. |
| 3. Following the transactions disclosed herein, 35,935 shares are held by Drugcrafters, L.P. ("Drugcrafters"), 81,039.19 shares are held by PCMG Trading Partners XXIII, L.P., 269,139 shares are held by Governance Re Ltd., 5,920 shares are held by NexPoint Real Estate Advisors, L.P. and 1,356,532.24 shares are held by NexPoint Real Estate Advisers X, L.P. (the "Adviser"). Mr. Dondero owns 75% of PCMG Trading Partners XXIII, L.P. ("PCMG") and PCMG owns 99% of Drugcrafters. Drugcrafters, PCMG, Governance Re Ltd. and the Adviser 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. |
| 4. Following the transactions disclosed herein, 1,444,014 shares are held by Highland Opportunities and Income Fund, 606,269 shares are held by Highland Global Allocation Fund (both of which are managed by NexPoint Asset Management, L.P. ("NexPoint Asset Management"), which is ultimately controlled by Mr. Dondero) and 14,958 shares are held by NexPoint Asset Management, L.P. 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. |
| 5. The shares are held for one of Mr. Dondero's children, through a custodial account established pursuant to the Uniform Transfer to Minors Act ("UTMA") for which Mr. Dondero serves as custodian. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| 6. 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. |
| 7. Represents Profits LTIP Units ("LTIP Units") in the OP. Each LTIP Unit can ultimately be redeemed by the reporting person for cash or common shares of the Issuer at the option of the Issuer. |
| 8. On April 17, 2025, the reporting person was granted 57,323.76 LTIP Units of which 42,992.82 were vested immediately as of the grant date. The remaining LTIP Units will vest on December 13, 2025 and are not subject to expiration. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash. |
| 9. Subject to adjustment for certain events including stock splits, reverse stock splits, stock dividends and recapitalizations of Issuer. |
| Remarks: |
| President |
| /s/ Paul Richards, as attorney-in-fact for James Dondero | 04/21/2025 | |
| ** 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. | ||