04/07/2025 | Press release | Distributed by Public on 04/07/2025 18:29
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (1) | 04/03/2025 | A | 147,319 | (8) | (8) | Common Stock | 147,319 | $ 0 | 147,319 | D | ||||
Restricted Stock Units | (1) | 04/04/2025 | M | 33,284 | (9) | (9) | Common Stock | 33,284 | $ 0 | 66,567 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DONDERO JAMES D 300 CRESCENT COURT, SUITE 700 DALLAS, TX 75201 |
X | X | President |
/s/ Paul Richards, as attorney-in-fact for James Dondero | 04/07/2025 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Each restricted stock unit represents a contingent right to receive one share of common stock of NexPoint Real Estate Finance, Inc. (the "Issuer"). |
(2) | Includes shares of common stock acquired under the distribution reinvestment plan of the Issuer. |
(3) | 1,322,385 shares are held by Highland Global Allocation Fund and 4,372,286 shares are held by Highland Opportunities and Income Fund. These entities are managed by NexPoint Asset Management, L.P. ("NexPoint Asset Management"). Mr. Dondero is the sole stockholder and director of Strand Advisors XVI, Inc., NexPoint Asset Management's general partner, and may be deemed to be an indirect beneficial owner of securities held by NexPoint Asset Management. Mr. Dondero disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
(4) | 2,100,000 shares are held by NexPoint Real Estate Opportunities, LLC, which is wholly owned by NexPoint Diversified Real Estate Trust Operating Partnership, L.P., which is wholly owned by NexPoint Diversified Real Estate Trust, 281,817 shares are held by NexPoint Real Estate Strategies Fund and 481,669 shares are held by NexPoint Capital, Inc. These entities are managed or advised, directly or indirectly, 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 securities held by NP. Mr. Dondero disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
(5) | 29,207 shares are held by a company which is an indirect wholly owned subsidiary of a trust of which Mr. Dondero is the beneficiary. The remaining shares of common stock are held directly by the trust. Mr. Dondero disclaims beneficial ownership of the shares held directly or indirectly by the trust except to the extent of his pecuniary interest therein. |
(6) | These shares are held by a limited liability company in which the trust referenced in footnote 4 to this Form 4 owns a majority interest. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(7) | These shares are held by a trust. Mr. Dondero disclaims beneficial ownership of such shares. |
(8) | On April 3, 2025, the reporting person was granted 147,319 restricted stock units. The restricted stock units vest one-fourth on April 3, 2026, one-fourth on February 15, 2027, one-fourth on February 15, 2028 and one-fourth on February 15, 2029. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash. |
(9) | On April 4, 2023, the reporting person was granted 133,135 restricted stock units. The restricted stock units vested one-fourth on April 4, 2024 and one-fourth on April 4, 2025 and will vest one-fourth on April 4, 2026 and one-fourth on April 4, 2027. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash. |
Remarks: Exhibit List: Exhibit 24 - Power of Attorney |