Officer Dondero James D was granted 73,125 shares, increasing direct ownership by 2% to 4,662,278 units (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) 03/18/2025 | ||||||||||||||||||||||||||
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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 | 03/18/2025 | A | 73,125 | A | (1) | 4,662,277.7078 | D | |||
| Common Stock | 1,629,019.82(2) | I | See Footnote(3) | |||||||
| Common Stock | 5,984.6077 | I | As custodian of UTMA account for child 1(4) | |||||||
| Common Stock | 5,971.1335 | I | As custodian of UTMA account for child 2(4) | |||||||
| Common Stock | 5,984.6161 | I | As custodian of UTMA account for child 3(4) | |||||||
| Common Stock | 4,439.5449 | I | As custodian of UTMA account for child 4(4) | |||||||
| Common Stock | 4,248.3179 | I | As custodian of UTMA account for child 5(4) | |||||||
| Common Stock | 5,984.6161 | I | As custodian of UTMA account for child 6(4) | |||||||
| Common Stock | 273,636 | I | See Footnote(5) | |||||||
| Common Stock | 2,012,749 | I | See Footnote(6) | |||||||
| Common Stock | 566,929 | I | See Footnote(7) | |||||||
| Common Stock | 75,357.9313(2) | 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 | ||||||||
| Restricted Shares Units | (1) | 03/18/2025 | M | 73,125 | (8) | (8) | Common Shares | 73,125 | $0 | 219,375 | D | ||||
| Explanation of Responses: |
| 1. Each restricted shares unit represents a contingent right to receive one common share of NexPoint Diversified Real Estate Trust. |
| 2. Includes shares acquired under a dividend reinvestment plan and received pursuant to an elective stock dividend paid on the Company's common shares. |
| 3. 35,935 shares are held by Drugcrafters, L.P. ("Drugcrafters"), 78,004.58 shares are held by PCMG Trading Partners XXIII, L.P., 193,808 shares are held by Governance Re Ltd. and 1,321,272.24 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. 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. |
| 5. 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. |
| 6. 1,406,480 shares are held by Highland Opportunities and Income Fund and 606,269 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. |
| 7. 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. |
| 8. On March 18, 2024, the reporting person was granted 292,500 restricted shares units. The restricted shares units vested one-fourth on March 18, 2025, and will vest one-fourth on March 18, 2026, one-fourth on March 18, 2027 and one-fourth on March 18, 2028. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash. |
| Remarks: |
| President Exhibit List: Exhibit 24 – Power of Attorney |
| /s/ Paul Richards, as attorney-in-fact for James Dondero | 03/20/2025 | |
| ** 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. | ||