Sec Form 4 Filing - DONDERO JAMES D @ NexPoint Residential Trust, Inc. - 2023-05-11

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
DONDERO JAMES D
2. Issuer Name and Ticker or Trading Symbol
NexPoint Residential Trust, Inc. [ NXRT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President
(Last) (First) (Middle)
300 CRESCENT COURT, SUITE 700
3. Date of Earliest Transaction (MM/DD/YY)
05/11/2023
(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 05/11/2023 M 6,779 A 53,528 ( 2 ) D
Common Stock 2,194,748 ( 2 ) I By trust ( 3 )
Common Stock 149,821 ( 2 ) I By NexPoint Advisors, L.P. ( 4 )
Common Stock 360,203 ( 2 ) I See Footnote ( 5 )
Common Stock 12,695 ( 2 ) I See Footnote ( 6 )
Common Stock 63,719 I See Footnote ( 7 )
Common Stock 32,666.7677 ( 2 ) I By 401(k)
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
Restricted Stock Units ( 1 ) 05/11/2023 M 6,779 ( 8 ) ( 8 ) Common Stock 6,779 $ 0 13,558 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DONDERO JAMES D
300 CRESCENT COURT
SUITE 700
DALLAS, TX75201
X X President
Signatures
/s/ Brian Mitts as attorney-in-fact for James D. Dondero 05/15/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit represents a contingent right to receive one share of common stock of NexPoint Residential Trust, Inc.
( 2 )Includes shares acquired under a dividend reinvestment plan.
( 3 )These shares are held by a trust. Mr. Dondero disclaims beneficial ownership of such shares.
( 4 )36,822 shares are held by NexPoint Real Estate Strategies Fund, 89,590 shares are held by NexPoint Diversified Real Estate Trust and 23,409 shares are held by NexPoint Capital, Inc. These entities are managed by NexPoint Advisors, L.P. ("NP"). Mr. Dondero is the sole member of NP's general partner, and may be deemed to be an indirect beneficial owner of shares held by NP. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
( 5 )188,175 shares are held by Highland Income Fund and 172,028 shares are held by Highland Global Allocation Fund. These entities are managed by NexPoint Asset Management, L.P., 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.
( 6 )These shares are held through PCMG Trading Partners XXIII, L.P. ("PCMG"). The reporting person may be deemed to be an indirect beneficial owner of the shares held by PCMG. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
( 7 )These shares are held through PCMG Trading Partners XXIII, L.P. ("PCMG"). The reporting person may be deemed to be an indirect beneficial owner of the shares held by PCMG. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
( 8 )On May 11, 2020, the reporting person was granted 33,895 restricted stock units which vested one-fifth on May 11, 2021 and one-fifth on May 11, 2022, one-fifth on May 11, 2023, and will vest one-fifth on May 11, 2024 and one-fifth on May 11, 2025. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

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