Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
NEXPOINT REAL ESTATE FINANCE, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
65342V101
(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)
August 11, 2020
(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. ☐
| CUSIP No. 65342V101 | 13D | Page 1 of 6 |
| 1 | NAME OF REPORTING PERSONS
James D. Dondero | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (see instructions)
WC/AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
342,430 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
342,430 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
342,430 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions )
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5% | |||||
| 14 | TYPE OF REPORTING PERSON (see instructions)
HC, IN | |||||
| CUSIP No. 65342V101 | 13D | Page 2 of 6 |
| 1 | NAME OF REPORTING PERSONS
NexPoint Advisors, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (see instructions)
AF/OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
65,700 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
65,700 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
65,700 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions )
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2% | |||||
| 14 | TYPE OF REPORTING PERSON (see instructions)
IA, PN | |||||
| CUSIP No. 65342V101 | 13D | Page 3 of 6 |
| 1 | NAME OF REPORTING PERSONS
Highland Capital Management Fund Advisors, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (see instructions)
WC/AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
138,753 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
138,753 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
138,753 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions )
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6% | |||||
| 14 | TYPE OF REPORTING PERSON (see instructions)
IA, PN | |||||
| CUSIP No. 65342V101 | 13D | Page 4 of 6 |
| 1 | NAME OF REPORTING PERSONS
Nancy Marie Dondero | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (see instructions)
AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
137,977 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
137,977 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
137,977 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions )
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6% | |||||
| 14 | TYPE OF REPORTING PERSON (see instructions)
IN | |||||
| CUSIP No. 65342V101 | 13D | Page 5 of 6 |
SCHEDULE 13D
This Amendment No. 1 (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 April 15, 2020. This Amendment updates the stock ownership information for the Schedule 13D. The Schedule 13D is supplementally amended as follows:
Item 3. Source and Amount of Funds or Other Consideration.
All shares of Common Stock purchased between May 12, 2020 and August 12, 2020 were purchased with the Reporting Persons’ working capital or the working capital of affiliated funds, as applicable.
Item 4. Purpose of Transaction.
Between May 12, 2020 and August 12, 2020, the Reporting Persons purchased an aggregate of 47,758 shares of Common Stock in open market transactions for an aggregate purchase price of $610,421.84.
Item 5. Interest in Securities of the Issuer.
(a) As of August 12, 2020, (i) James D. Dondero may be deemed to beneficially own 342,430 shares of Common Stock, which represents approximately 6.5% of the outstanding Common Stock, (ii) NexPoint Advisors may be deemed to beneficially own 65,700 shares of Common Stock, which represents approximately 1.2% of the outstanding Common Stock, (iii) HCMFA may be deemed to beneficially own 138,753 shares of Common Stock, which represents approximately 2.6% of the outstanding Common Stock and (iv) Nancy Marie Dondero, in her capacity as trustee of a trust, may be deemed to beneficially own 137,977 shares of Common Stock, which represents approximately 2.6% of the outstanding Common Stock. James D. Dondero has the right to acquire beneficial ownership of all shares of Common Stock owned by the trust referred to in the preceding sentence.
(b)
| Name of Reporting Person |
Sole Voting Power |
Shared Voting Power |
Sole Dispositive Power |
Shared Dispositive Power |
||||||||||||
| James D. Dondero (1) |
0 | 342,430 | 0 | 342,430 | ||||||||||||
| NexPoint Advisors, L.P. (2) |
0 | 65,700 | 0 | 65,700 | ||||||||||||
| Highland Capital Management Fund Advisors, L.P. (3) |
0 | 138,753 | 0 | 138,753 | ||||||||||||
| Nancy Marie Dondero (4) |
137,977 | 0 | 137,977 | 0 | ||||||||||||
| (1) | These shares are held by Mr. Dondero indirectly through NexPoint Advisors and HCMFA (as described in footnotes (2)-(3) below), a proprietary account 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. |
| (2) | These shares are held by NexPoint Advisors indirectly through an advised account. 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. |
| (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. |
| (4) | Includes shares that Ms. Dondero may be deemed to beneficially own as the trustee of the trust referred to in Item 5(a). Ms. Dondero is the sister of Mr. Dondero and disclaims beneficial ownership of such shares. |
| CUSIP No. 65342V101 | 13D | Page 6 of 6 |
(c) Annex A attached hereto lists all transactions in Common Stock during the past 60 days by the Reporting Persons. Except as otherwise noted, the transactions in Common Stock were effected in the open market.
(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: August 13, 2020
| /s/ James D. Dondero | ||
| James D. Dondero | ||
| NEXPOINT ADVISORS, L.P. | ||
| By: NexPoint Advisors GP, LLC, its general partner | ||
| By: |
/s/ James D. Dondero | |
| Name: James D. Dondero | ||
| Title: Sole Member | ||
| HIGHLAND CAPITAL MANAGEMENT FUND ADVISORS, L.P. | ||
| By: Strand Advisors XVI, Inc., its general partner | ||
| By: |
/s/ James D. Dondero | |
| Name: James D. Dondero | ||
| Title: Sole Member | ||
| /s/ Nancy Marie Dondero | ||
| Nancy Marie Dondero | ||
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 August 12, 2020.
| Date | Effected By |
Nature of Transaction |
Quantity | Price | ||||||||
| 8/10/2020 | Nancy Marie Dondero (1) | Open Market Purchase |
4,000 | $ | 15.17 | |||||||
| 8/11/2020 | Nancy Marie Dondero (1) | Open Market Purchase |
2,594 | $ | 15.50 | |||||||
| 8/12/2020 | Nancy Marie Dondero (1) | Open Market Purchase |
611 | $ | 15.24 | |||||||
| (1) | The transactions reported herein were effected by the trust referred to in Item 5(a), for which Ms. Dondero serves as trustee. |