SC 13D/A 1 d914638dsc13da.htm SC 13D/A SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2(a)

(Amendment No. 2)

 

 

NEXPOINT RESIDENTIAL TRUST, INC.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

65341D102

(CUSIP Number)

Thomas Surgent, Chief Compliance Officer

Highland Capital Management, L.P.

300 Crescent Court, Suite 700

Dallas, TX 75201

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 21, 2015

(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. 65341D102 13D

 

  1 

NAME OF REPORTING PERSONS

 

Highland Capital Management, L.P.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  ¨        (b)  x

 

  3

SEC USE ONLY

 

  4

SOURCE OF FUNDS (see instructions)

 

WC

  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

 

459,860

  8

SHARED VOTING POWER

 

861,280

  9

SOLE DISPOSITIVE POWER

 

459,860

10

SHARED DISPOSITIVE POWER

 

861,280

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,321,140

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨ (see instructions)

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.2%

14

TYPE OF REPORTING PERSON (see instructions)

 

IA, PN

 


CUSIP No. 65341D102 13D

 

  1 

NAME OF REPORTING PERSONS

 

James D. Dondero

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  ¨        (b)  x

 

  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

 

22,555

  8

SHARED VOTING POWER

 

3,008,469

  9

SOLE DISPOSITIVE POWER

 

22,555

10

SHARED DISPOSITIVE POWER

 

3,008,469

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,031,024

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨ (see instructions)

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.2%

14

TYPE OF REPORTING PERSON (see instructions)

 

HC, IN

 


CUSIP No. 65341D102

 

SCHEDULE 13D/A

This Amendment No. 2 (this “Amendment”) is being filed on behalf of Highland Capital Management, L.P., a Delaware limited partnership (“Highland Capital”) and James D. Dondero, and amends the Schedule 13D filed on March 26, 2015, as subsequently amended on April 14, 2015. 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.

The Reporting Persons received an aggregate of 2,470,129 shares of Common Stock, par value $0.01 per share (the “Common Stock”) in connection with the consummation of the separation of the Issuer from NexPoint Credit Strategies Fund (the “Spin-Off”). As of April 23, 2015, the Reporting Persons had purchased additional shares of Common Stock with working capital in open market purchases for an aggregate purchase price of approximately $7,893,724.08.

Item 5. Interest in Securities of the Issuer.

(a) As of April 23, 2015, Highland Capital may be deemed to beneficially own 1,321,140 shares of Common Stock, which represents approximately 6.2% of the outstanding Common Stock, and James D. Dondero may be deemed to beneficially own 3,031,024 shares of Common Stock, which represents approximately 14.2% of the outstanding Common Stock.

(b)

 

Name of Reporting Person

   Sole Voting
Power
     Shared Voting
Power
     Sole
Dispositive
Power
     Shared
Dispositive
Power
 

Highland Capital Management, L.P.(1)

     459,860         861,280         459,860         861,280   

James D. Dondero(2)

     22,555         3,008,469         22,555         3,008,469   

 

(1) These shares are held by Highland Capital both directly and indirectly through affiliates, advised accounts and accounts advised by affiliates. Mr. Dondero is the President and the director of Strand Advisors, Inc., Highland Capital’s general partner, and may be deemed to be an indirect beneficial owner of the shares held by Highland Capital. Mr. Dondero disclaims beneficial ownership of such shares.

 

(2) These shares are held by Mr. Dondero both directly and indirectly through Highland Capital and its affiliates (as described in footnote (1) above), a 401(k) account and one or more trusts. Mr. Dondero is the President and the director of Strand Advisors, Inc., Highland Capital’s general partner, and may be deemed to be an indirect beneficial owner of the shares held by Highland Capital. Mr. Dondero disclaims beneficial ownership of such shares.

(c) Annex A attached hereto lists all transactions in the Common Stock during the past 60 days by the Reporting Persons. Except as otherwise noted, the transactions in the 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.


CUSIP No. 65341D102

 

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: April 23, 2015

 

HIGHLAND CAPITAL MANAGEMENT, L.P.
By: Strand Advisors, Inc., its general partner
        By:   /s/ James D. Dondero
        Name: James D. Dondero
        Title: President
/s/ James D. Dondero
James D. Dondero


ANNEX A

TRANSACTIONS

The following table sets forth all transactions with respect to the Common Stock effected in the last sixty days by the Reporting Person on behalf of the Reporting Person in respect of the shares, inclusive of any transactions effected through 4:00 p.m., New York City time, on April 23, 2015.

 

Date

   Effected By    Nature of Transaction    Quantity      Price  

3/23/15

   Highland Capital    Spin-Off      760,242         —     

3/23/15

   James D. Dondero    Spin-Off      2,470,129         —     

4/1/15

   Highland Capital    Open Market Purchase      13,928       $ 13.8489   

4/2/15

   Highland Capital    Open Market Purchase      35,951       $ 13.6026   

4/6/15

   Highland Capital    Open Market Purchase      143,044       $ 14.4589 (1) 

4/13/15

   Highland Capital    Open Market Purchase      39,775       $ 13.8455   

4/17/15

   Highland Capital    Open Market Purchase      114,500       $ 14.0019 (2) 

4/21/15

   Highland Capital    Open Market Purchase      213,700       $ 13.9906 (3) 

 

(1) The price reported is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $14.3701 to $14.4943, inclusive. The Reporting Persons undertake to provide to NexPoint Residential Trust, Inc. (“NXRT”), any security holder of NXRT or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(2) The price reported is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $13.9972 to $14.0032, inclusive. The reporting persons undertake to provide to NXRT, any security holder of NXRT or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(3) The price reported is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $13.9500 to $14.0319, inclusive. The reporting persons undertake to provide to NXRT, any security holder of NXRT or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.