Sec Form 4 Filing - DONDERO JAMES D @ NexPoint Real Estate Finance, Inc. - 2021-09-08

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 Real Estate Finance, Inc. [ NREF] 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) 09/08/2021 (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

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 OP Units( 1 ) ( 2 ) 09/08/2021 J( 3 ) V 3,247,509.69 ( 2 ) ( 2 ) Common Stock 3,247,509.69 $ 0( 3 ) 0 I See Footnote( 4 ) OP Units( 1 ) ( 2 ) 09/08/2021 J( 3 ) V 395,033.86 ( 2 ) ( 2 ) Common Stock 395,033.86 $ 0( 3 ) 0 I See Footnote( 5 ) Class B OP Units( 1 ) ( 2 ) 09/08/2021 J( 3 ) V 3,247,509.69 ( 2 ) ( 2 ) Common Stock 3,247,509.69 $ 0( 3 ) 3,247,509.69 I See Footnote( 4 ) Class C OP Units( 1 ) ( 2 ) 09/08/2021 J( 3 ) V 395,033.86 ( 2 ) ( 2 ) Common Stock 395,033.86 $ 0( 3 ) 395,033.86 I See Footnote( 5 )

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 Dondero 11/12/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents common units of limited partnership interest ("OP Units") in NexPoint Real Estate Finance Operating Partnership, L.P., the operating partnership (the "OP") of NexPoint Real Estate Finance, Inc. (the "Issuer"). ( 2 )The OP Units are redeemable, subject to certain requirements, for cash or, at the election of the Issuer, for shares of the Issuer's common stock on a one-for-one basis. The OP Units were vested as of the date of issuance and have no expiration date. ( 3 )Pursuant to a reclassification exempt under Rule 16b-7 promulgated under the Securities Exchange Act of 1934, each OP Unit reported herein was reclassified into a new Class B OP Unit or Class C OP Unit. ( 4 )These OP Units are held by NexPoint Advisors, L.P. ("NP") indirectly through advised accounts. Mr. Dondero is the sole member of NP's general partner, and may be deemed to be an indirect beneficial owner of securities held by NP. Mr. Dondero disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. ( 5 )These securities are held by a trust, of which Mr. Dondero is the beneficiary. Mr. Dondero disclaims beneficial ownership of such securities.

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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