Officer Richards Paul bought $249,955 worth of shares (67,000 units at $3.73), converted options into 5,597 shares and covered exercise/tax liability with 3,368 shares, increasing direct ownership by 208% to 102,559 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) 04/03/2025 | ||||||||||||||||||||||||||
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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 | 04/03/2025 | P | 58,500 | A | $3.77(1) | 91,830.1(2) | D | |||
| Common Stock | 04/04/2025 | P | 8,500 | A | $3.46(3) | 100,330.1 | D | |||
| Common Stock | 04/04/2025 | M | 5,597 | A | (4) | 105,927.1 | D | |||
| Common Stock | 04/04/2025 | F | 3,368 | D | $3.45 | 102,559.1 | D | |||
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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 | (4) | 04/03/2025 | A | 39,069 | (5) | (5) | Common Shares | 39,069 | $0 | 39,069 | D | ||||
| Restricted Shares Units | (4) | 04/04/2025 | M | 5,597 | (6) | (6) | Common Shares | 5,597 | $0 | 11,194 | D | ||||
| Explanation of Responses: |
| 1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.74 to $3.79, inclusive. The reporting person undertakes to provide to NexPoint Diversified Real Estate Trust, any security holder of NexPoint Diversified Real Estate Trust, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) and (3) to this Form 4. |
| 2. Includes shares received pursuant to an elective stock dividend paid on the Company's common shares. |
| 3. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranges from $3.44 to $3.47, inclusive. |
| 4. Each restricted shares unit represents a contingent right to receive one common share of NexPoint Diversified Real Estate Trust. |
| 5. On April 3, 2025, the reporting person was granted 39,069 restricted shares units. The restricted shares units will vest one-fourth on April 3, 2026, one-fourth on February 15, 2027, one-fourth on February 15, 2028 and one-fourth on February 15, 2029. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash |
| 6. On April 4, 2023, the reporting person was granted 22,388 restricted shares units. The restricted shares units vested one-fourth on April 4, 2024 and one-fourth on April 4, 2025, and will vest one-fourth on April 4, 2026 and one-fourth on April 4, 2027. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash. |
| Remarks: |
| Chief Financial Officer, Executive VP-Finance, Treasurer and Assistant Secretary |
| /s/ Paul Richards | 04/07/2025 | |
| ** 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. | ||