SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
DONDERO JAMES D

(Last) (First) (Middle)
300 CRESCENT COURT, SUITE 700

(Street)
DALLAS TX 75201

(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
03/23/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 03/23/2020 S(1) 5,748 D $22.97(2) 2,035,196(3) I By trust
Common Stock 03/23/2020 S(1) 14,477 D $23.95(4) 2,020,719(3) I By trust
Common Stock 03/23/2020 S(1) 24,079 D $24.94(5) 1,996,640(3) I By trust
Common Stock 03/23/2020 S(1) 5,091 D $25.6(6) 1,991,549(3) I By trust
Common Stock 03/23/2020 S(1) 605 D $26.81(7) 1,990,944(3) I By trust
Common Stock 03/24/2020 S(1) 27,399 D $24.93(8) 1,963,545(3) I By trust
Common Stock 03/24/2020 S(1) 58,135 D $26.12(9) 1,905,410(3) I By trust
Common Stock 03/24/2020 S(1) 12,802 D $27.05(10) 1,892,608(3) I By trust
Common Stock 03/24/2020 S(1) 600 D $27.71(11) 1,892,008(3) I By trust
Common Stock 03/24/2020 S(12) 39,780 D $26.04 1,374,506.46(13) I By Highland Capital Management, L.P
Common Stock 149,452.98 D
Common Stock 234,952(14) I By Highland Capital Management Fund Advisors, L.P.
Common Stock 143,957(15) I By NexPoint Advisors, L.P.
Common Stock 26,479.63 I By employee benefit plan
Common Stock 16,986(16) I By limited liability company
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. The Reporting Person's sale of NexPoint Residential Trust, Inc. common stock reported herein did not result in any profit from matchable transactions under Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act"); therefore, no disgorgement was owed. The sale reported herein was for cash management in a collateral account and does not reflect the portfolio manager's long-term view of the investment.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.38 to $23.32, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (4)-(11) to this Form 4.
3. These shares are held by a trust pursuant to an employee purchase plan. Mr. Dondero disclaims beneficial ownership of such shares.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.38 to $24.37, inclusive.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.375 to $25.36, inclusive.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.37 to $26.09, inclusive.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.41 to $27.06, inclusive.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.46 to $25.44, inclusive.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.59 to $26.58, inclusive.
10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.59 to $27.58, inclusive.
11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.62 to $27.88, inclusive.
12. The Reporting Person's sale of NexPoint Residential Trust, Inc. common stock reported herein did not result in any profit from matchable transactions under Section 16(b) of the Exchange Act; therefore, no disgorgement was owed. The sale reported herein was for cash management in a collateral account. Such sales do not reflect the portfolio manager's long-term view of the investment.
13. These shares are held by Highland Capital Management, L.P. ("HCMLP") both directly and indirectly through advised accounts. Mr. Dondero is the sole shareholder of Strand Advisors, Inc., HCMLP's general partner, and may be deemed to be an indirect beneficial owner of shares held by HCMLP. Effective January 2020 as a result of the change of control of HCMLP, Mr. Dondero no longer serves as the President or sole director of Strand Advisors, Inc. Given Mr. Dondero's historic role with HCMLP, his continued ownership interest and his role as portfolio manager, we have included shares held by advised accounts of HCMLP in this filing. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
14. These shares are held by Highland Capital Management Fund Advisors, L.P. ("HCMFA") indirectly through advised accounts. Mr. Dondero is the sole stockholder and director of Strand Advisors XVI, Inc., HCMFA's general partner, and may be deemed to be an indirect beneficial owner of shares held by HCMFA. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
15. These shares 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 shares held by NP. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
16. These shares are held by a limited liability company in which the trust referenced in footnote 3 to this Form 4 owns a majority interest. Mr. Dondero disclaims beneficial ownership of such shares.
Remarks:
/s/ Brian Mitts, as attorney-in-fact 03/25/2020
** Signature of Reporting Person Date
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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