Sec Form 3 Filing - Vitiello Stephanie @ NEXPOINT DIVERSIFIED REAL ESTATE TRUST - 2021-11-13

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Vitiello Stephanie 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) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Compliance Officer (Last) (First) (Middle) 300 CRESCENT COURT, SUITE 700 3. Date of Earliest Transaction (MM/DD/YY) 11/13/2021 (Street) DALLAS, TX75201 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 328.326 I By employee benefit plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Contingent Bonus Award ( 1 ) ( 1 ) ( 1 ) Common Stock 229.043 D Contingent Bonus Award ( 2 ) ( 2 ) ( 2 ) Common Stock 125.755 D Contingent Bonus Award ( 3 ) ( 3 ) ( 3 ) Common Stock 362.056 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Vitiello Stephanie 300 CRESCENT COURT, SUITE 700 DALLAS, TX75201 Chief Compliance Officer Signatures /s/ Stephanie Vitiello 11/23/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 28, 2019, the Reporting Person was awarded 229.043 shares. The Contingent Bonus Award is granted by Highland Capital Management, L.P. ("Highland") to the Reporting Person for service as an employee of Highland. Each share of the Contingent Bonus Award is the economic equivalent of one share of Issuer common stock. The shares become payable, in cash or common stock, on February 28, 2022. These awards will terminate if the Reporting Person's employment with Highland or an affiliate is terminated. ( 2 )On May 29, 2020, the Reporting Person was awarded 125.755 shares. The Contingent Bonus Award is granted by Highland to the Reporting Person for service as an employee of Highland. Each share of the Contingent Bonus Award is the economic equivalent of one share of Issuer common stock. The shares become payable, in cash or common stock, on May 29, 2023. These awards will terminate if the Reporting Person's employment with Highland or an affiliate is terminated. ( 3 )On June 9, 2021, the Reporting Person was awarded 362.056 shares. The Contingent Bonus Award is granted by Skyview Group, Inc. ("Skyview") to the Reporting Person for service as an employee of Skyview. Each share of the Contingent Bonus Award is the economic equivalent of one share of Issuer common stock. The shares become payable, in cash or common stock, on June 9, 2024. These awards will terminate if the Reporting Person's employment with Skyview or an affiliate is terminated.

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).

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