Sec Form 13D Filing - DONDERO JAMES D filing for NEXPOINT DIVERSIFIED REAL ESTATE TRUST (NXDT) - 2021-12-15

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 24)*

 

NexPoint Diversified Real Estate Trust

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

65340G106

(CUSIP NUMBER)

 

Stephanie Vitiello, Chief Compliance Officer

NexPoint Advisors, L.P.

300 Crescent Court, Suite 700

Dallas, Texas 75201

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

 

December 3, 2021

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

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CUSIP No. 65340G106                                   13D/A

 

1				NAME OF REPORTING PERSONS James D. Dondero
2				CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instruction) (a) ☐ (b) ☒
3				SEC USE ONLY
4				SOURCE OF FUNDS (see instruction) 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 78,102.1009
									8			SHARED VOTING POWER 5,051,663.8025
									9			SOLE DISPOSITIVE POWER 78,102.1009
									10			SHARED DISPOSITIVE POWER 5,051,663.8025
11			AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,129,765.9034
12			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instruction) ☐
13			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.85%
14			TYPE OF REPORTING PERSON (see instruction) HC, IN

 

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CUSIP No. 65340G106                                   13D/A

 

1			NAME OF REPORTING PERSONS Nancy Marie Dondero
2			CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instruction) (a) ☐ (b) ☒
3			SEC USE ONLY
4			SOURCE OF FUNDS (see instruction) 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 25,509.8617
						8			SHARED VOTING POWER 3,001,642.00
						9			SOLE DISPOSITIVE POWER 25,509.8617
						10			SHARED DISPOSITIVE POWER 3,001,642.00
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,027,151.8617
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instruction) ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2%
14		TYPE OF REPORTING PERSON (see instruction) IN

 

Page 3 of 5

CUSIP No. 65340G106                                   13D/A

 

SCHEDULE 13D/A

 

This Amendment No. 24 (this “Amendment”) is being filed on behalf of James D. Dondero and Nancy Marie Dondero (collectively, the “Reporting Persons”), and amends the Schedule 13D filed with the United States Securities and Exchange Commission on September 24, 2014, as subsequently amended on October 24, 2014, as subsequently amended on October 31, 2014, as subsequently amended on February 27, 2015, as subsequently amended on March 12, 2015, as subsequently amended on April 29, 2015, as subsequently amended on August 5, 2015, as subsequently amended on August 11, 2015, as subsequently amended on September 1, 2015, as subsequently amended on October 16, 2015, as subsequently amended on January 22, 2016, as subsequently amended on April 22, 2016, as subsequently amended on August 25, 2016, as subsequently amended on October 25, 2016, as subsequently amended on February 22, 2017, as subsequently amended on June 23, 2017, as subsequently amended on May 8, 2018, as subsequently amended on June 13, 2018, as subsequently amended on October 25, 2018, as subsequently amended on June 19, 2019, as subsequently amended on January 17, 2020, as subsequently amended on April 6, 2020, and as subsequently amended on March 3, 2021, as subsequently amended on October 19, 2021 relating to the Common Stock (the “Common Stock”) of NexPoint Diversified Real Estate Trust (f/k/a NexPoint Strategic Opportunities Fund), a Delaware statutory trust (the “Issuer”), held by the Reporting Persons and certain related or other entities.

 

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is supplementally amended as follows.

 

Item 1.

Security and Issuer

 

This Amendment No. 24 is being filed with respect to the Common Shares of the NexPoint Diversified Real Estate Trust.

 

The address of the principal executive offices of the Issuer is:

 

300 Crescent Court, Suite 700

Dallas, Texas 75201

 

Item 3.

Source and Amount of Funds

 

The responses to Items 4, 5 and 6 of the Schedule 13D are incorporated herein by reference.

 

As of December 3, 2021, the Reporting Persons had invested approximately $164,970,711.67 (inclusive of brokerage commissions) in the securities of the Issuer. The source of these funds was the working capital of the Reporting Persons.

 

Purchases of securities are typically effected through margin accounts maintained with brokers, which may extend margin credit as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the brokers’ credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.

 

Item 5.

Interest in Securities of the Issuer

 

(a) As of December 3, 2021, (i) James D. Dondero may be deemed to beneficially own 5,129,765.9034 shares of Common Stock, which represents approximately 13.85% of the outstanding Common Stock; and (ii) Nancy Marie Dondero, held in a joint account and in her capacity of trustee of a trust, may be deemed to beneficially own 3,027,151.8617 shares of Common Stock, which represents approximately 8.2% of the outstanding Common Stock. James D. Dondero has the right to acquire beneficial ownership of the 3,001,642 shares of Common Stock owned by the trust.

 

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CUSIP No. 65340G106                                   13D/A

 

(b)

 

Name of Reporting Person																Sole Voting Power				Shared Voting Power				Sole Dispositive Power				Shared Dispositive Power
James D. Dondero1																	78,102.1009				5,051,663.8025				78,102.1009				5,051,663.8025
Nancy Marie Dondero2																	25,509.8617				3,027,151.8617				25,509.8617				3,027,151.8617

 

(c) Appendix A attached hereto lists all transactions in the Common Stock during the past sixty (60) days by the Reporting Persons. Except as otherwise noted, the transactions in the Common Stock were effected in the open market. Since the filing of Amendment No. 23 to this Schedule 13D, the Reporting Persons acquired an aggregate of 62,135 shares of Common Stock pursuant to the Issuer’s Distribution Reinvestment Plan at various prices. Except as reported in this Item 5, the Reporting Persons did not acquire or dispose of any Common Stock in the 60 days preceding the date hereof. Shares acquired through the Issuer’s Distribution Reinvestment Plan were acquired directly from the Issuer.

 

(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.

 

1

Includes shares held by Mr. Dondero directly and indirectly through certain managed accounts ultimately advised by Mr. Dondero, an employee benefit plan and a trust. Also includes shares that Mr. Dondero has the right to acquire beneficial ownership of that are held by the trust referred to in Item 5(a), for which he does not serve as trustee. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

 

2	Includes shares held by Ms. Dondero directly, in a joint account, and indirectly through a trust that Ms. Dondero may be deemed to beneficially own as the trustee of the trust. Ms. Dondero is the sister of Mr. Dondero. Ms. Dondero and Mr. Dondero disclaim beneficial ownership of such shares.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: December 15, 2021

	/s/ James D. Dondero
	James D. Dondero
	/s/ Nancy Marie Dondero
	Nancy Marie Dondero

 

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CUSIP No. 65340G106                                   13D/A

 

Appendix A

 

TRANSACTIONS

 

The following table sets forth all transactions with respect to the Common Stock effected in the last sixty (60) days by the Reporting Persons or on behalf of the Reporting Persons in respect of the shares of Common Stock. The transactions in the Common Stock were effected in the open market.

 

Date	Effected By	Quantity	Price Per Share
10/21/2021	The Dugaboy Investment Trust	8,979	$14.65
10/22/2021	The Dugaboy Investment Trust	20,408	$14.68
10/25/2021	The Dugaboy Investment Trust	21,853	$14.61
10/26/2021	The Dugaboy Investment Trust	21,853	$14.59
10/27/2021	The Dugaboy Investment Trust	20,736	$14.62
10/28/2021	The Dugaboy Investment Trust	15,900	$14.90
10/29/2021	The Dugaboy Investment Trust	21,407	$15.14
11/01/2021	The Dugaboy Investment Trust	10,815	$15.17
11/15/2021	The Dugaboy Investment Trust	20,945	$14.29
11/16/2021	The Dugaboy Investment Trust	18,692	$14.44
11/17/2021	The Dugaboy Investment Trust	19,593	$14.46
11/18/2021	The Dugaboy Investment Trust	9,743	$14.33
11/19/2021	The Dugaboy Investment Trust	927	$14.21
11/24/2021	The Dugaboy Investment Trust	20,000	$13.95
11/29/2021	The Dugaboy Investment Trust	15,306	$13.95
11/30/2021	The Dugaboy Investment Trust	19,765	$13.86
12/01/2021	The Dugaboy Investment Trust	16,329	$13.68
12/02/2021	The Dugaboy Investment Trust	19,765	$13.45
12/03/2021	The Dugaboy Investment Trust	19,237	$13.40