SEC Form SC 13D/A filed by NexPoint Residential Trust Inc. (Amendment)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 14)*
NEXPOINT RESIDENTIAL TRUST, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
65341D102
(CUSIP Number)
D.C. Sauter, General Counsel
NexPoint Advisors, L.P.
300 Crescent Court, Suite 700
Dallas, TX 75201
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 30, 2022
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Page 1 of 6
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1 |
NAME OF REPORTING PERSONS
James D. Dondero |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS (see instructions)
WC/AF |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
91,709.53 |
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8 |
SHARED VOTING POWER
2,604,524.68 |
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9 |
SOLE DISPOSITIVE POWER
91,709.53 |
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10 |
SHARED DISPOSITIVE POWER
2,604,524.68 |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,696,234.2036 |
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ (see instructions)
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.51% |
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14 |
TYPE OF REPORTING PERSON (see instructions)
HC, IN |
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Page 2 of 6
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NAME OF REPORTING PERSONS
NexPoint Advisors, L.P. |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS (see instructions)
AF/OO |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
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8 |
SHARED VOTING POWER
146,738 |
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9 |
SOLE DISPOSITIVE POWER
0 |
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10 |
SHARED DISPOSITIVE POWER
146,738 |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
146,738 |
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ (see instructions)
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.57% |
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14 |
TYPE OF REPORTING PERSON (see instructions)
IA, PN |
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Page 3 of 6
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NAME OF REPORTING PERSONS
Highland Capital Management Fund Advisors, L.P. |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS (see instructions)
WC |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
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8 |
SHARED VOTING POWER
348,601 |
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9 |
SOLE DISPOSITIVE POWER
0 |
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10 |
SHARED DISPOSITIVE POWER
348,601 |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
348,601 |
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ (see instructions)
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.36% |
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14 |
TYPE OF REPORTING PERSON (see instructions)
IA, PN |
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Page 4 of 6
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NAME OF REPORTING PERSONS
Nancy Marie Dondero |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS (see instructions)
AF |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
2,096,907.5770 |
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8 |
SHARED VOTING POWER
31,403 |
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SOLE DISPOSITIVE POWER
2,096,907.5770 |
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SHARED DISPOSITIVE POWER
31,403 |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,128,310.5770 |
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ (see instructions)
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3% |
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14 |
TYPE OF REPORTING PERSON (see instructions)
IN |
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SCHEDULE 13D/A
This Amendment No. 14 (this “Amendment”) is being filed on behalf of James D. Dondero, NexPoint Advisors, L.P., a Delaware limited partnership (“NexPoint Advisors”), Highland Capital Management Fund Advisors, L.P., a Delaware limited partnership (“HCMFA”), and Nancy Marie Dondero (collectively, the “Reporting Persons”), and amends the Schedule 13D filed on March 26, 2015, as subsequently amended on April 14, 2015, as subsequently amended on April 23, 2015, as subsequently amended on April 28, 2015, as subsequently amended on September 2, 2015, as subsequently amended on October 19, 2015, as subsequently amended on July 22, 2016, as subsequently amended on October 27, 2016, as subsequently amended on April 17, 2017, as subsequently amended on March 27, 2018, as subsequently amended on July 26, 2018, as subsequently amended on November 20, 2018, as subsequently amended on March 23, 2020 and as subsequently amended on March 30, 2020. This Amendment updates the stock ownership information for the Schedule 13D. The Schedule 13D is supplementally amended as follows.
Item 5. Interest in Securities of the Issuer.
(a) As of July 13, 2022, (i) James D. Dondero may be deemed to beneficially own 2,696,234.2036 shares of Common Stock, par value $0.01 per share (“Common Stock”), which represents approximately 10.51% of the outstanding Common Stock, (ii) NexPoint Advisors may be deemed to beneficially own 146,738.00 shares of Common Stock, which represents approximately 0.57% of the outstanding Common Stock, (iii) HCMFA may be deemed to beneficially own 348,601.00 shares of Common Stock, which represents approximately 1.36% of the outstanding Common Stock and (iv) Nancy Marie Dondero, in her capacity of trustee of a trust and through direct ownership in a shared account, may be deemed to beneficially own 2,159,713.5770 shares of Common Stock, which represents approximately 8.3% of the outstanding Common Stock. James D. Dondero has the right to acquire beneficial ownership of 2,096,907.5770 shares of Common Stock owned by the trust referred to in the preceding sentence.
(b)
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Name of Reporting Person |
Sole Voting |
Shared Voting |
Sole |
Shared |
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James D. Dondero (1) |
91,709.53 | 2,604,524.68 | 91,709.53 | 2,604,524.68 | |||||||||||||||||||||
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NexPoint Advisors, L.P. (2) |
0 | 146,738.00 | 0 | 146,738.00 | |||||||||||||||||||||
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Highland Capital Management Fund Advisors, L.P. (3) |
0 | 348,601.00 | 0 | 348,601.00 | |||||||||||||||||||||
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Nancy Marie Dondero (4) |
2,096,907.5770 | 31,403.00 | 2,096,907.5770 | 31,403.00 | |||||||||||||||||||||
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(1) |
These shares are held by Mr. Dondero both directly and indirectly through NexPoint Advisors and HCMFA (as described in footnotes (2)-(3) below), accounts advised by other affiliated investment advisors, an employee benefit plan and a trust. Also includes shares that Mr. Dondero has the right to acquire beneficial ownership of that are held by the trust referred to in Item 5(a), for which he does not serve as trustee. Mr. Dondero is the sole member of NexPoint Advisors’ general partner, and may be deemed to be an indirect beneficial owner of the shares held by NexPoint Advisors. Mr. Dondero is also the sole stockholder and director of HCMFA’s general partner, and may be deemed to be an indirect beneficial owner of the shares held by HCMFA. Mr. Dondero disclaims beneficial ownership of such shares. |
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(2) |
These shares are held by NexPoint Advisors indirectly through advised accounts. Mr. Dondero is the sole member of NexPoint Advisors’ general partner, and may be deemed to be an indirect beneficial owner of the shares held by NexPoint Advisors. |
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(3) |
These shares are held by HCMFA indirectly through advised accounts. Mr. Dondero is the sole stockholder and director of HCMFA’s general partner, and may be deemed to be an indirect beneficial owner of the shares held by HCMFA. |
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(4) |
Includes shares that Ms. Dondero may be deemed to beneficially own as the trustee of the trust referred to in Item 5(a) and through direct ownership in a shared account. As of July 13, 2022, the trust has pledged 628,183 shares as collateral in connection with a credit agreement and a revolving line of credit promissory note with CrossFirst Bank and an additional 1,121,033 shares are pledged as collateral to Raymond James Bank, N.A. Ms. Dondero is the sister of Mr. Dondero and disclaims beneficial ownership of such shares. |
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(c) Annex A attached hereto lists all transactions in the Common Stock during the past sixty (60) days by the Reporting Persons other than shares of Common Stock acquired pursuant to a dividend reinvestment plan (“DRIP”). Except as otherwise noted, the transactions in the Common Stock were effected in the open market. In the sixty (60) days preceding the date hereof, the Reporting Persons acquired an aggregate of 350.66 shares of Common Stock pursuant to a DRIP at various prices. Except as reported in this Item 5, the Reporting Persons did not acquire or dispose of any Common Stock in the sixty (60) days preceding the date hereof.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock.
(e) Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 13, 2022
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/s/ James D. Dondero |
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James D. Dondero |
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NEXPOINT ADVISORS, L.P. |
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By: NexPoint Advisors GP, LLC, its general partner |
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By: |
/s/ James D. Dondero |
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Name: | James D. Dondero | |
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Title: | Sole Member | |
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HIGHLAND CAPITAL MANAGEMENT FUND ADVISORS, L.P. |
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By: Strand Advisors XVI, Inc., its general partner |
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By: |
/s/ James D. Dondero |
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Name: | James D. Dondero | |
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Title: | Sole Member | |
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/s/ Nancy Marie Dondero |
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Nancy Marie Dondero |
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ANNEX A
TRANSACTIONS
The following table sets forth all transactions with respect to the Common Stock effected in the last sixty (60) days by the Reporting Persons or on behalf of the Reporting Persons in respect of the shares of Common Stock, inclusive of any transactions effected through 4:00 p.m., New York City time, on July 12, 2022, other than shares of Common Stock acquired pursuant to a DRIP, which are described in Item 5(c).
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Date |
Effected By |
Nature of Transaction |
Amount |
Price |
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6/16/22 |
Nancy Marie Dondero (1) |
Open Market Purchase |
17,050 |
$59.01 |
(1) The transactions reported herein were effected by the trust referred to in Item 5(a), for which Ms. Dondero serves as trustee.