Sec Form 13D Filing - DONDERO JAMES D filing for NEXPOINT RESIDENTIAL TRUST INC (NXRT) - 2022-07-13

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 


 

SCHEDULE 13D

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 14)*

 

 


 

NEXPOINT RESIDENTIAL TRUST, INC.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

65341D102

(CUSIP Number)

 

D.C. Sauter, General Counsel

NexPoint Advisors, L.P.

300 Crescent Court, Suite 700

Dallas, TX 75201

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

 

June 30, 2022

(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.   ☐

 


 

 

 

Page 1 of 6

 

 


 

NAME OF REPORTING PERSONS

 

James D. Dondero

2

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

(a)  ☐        (b)  ☒

 

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

SOLE VOTING POWER

 

91,709.53

8

SHARED VOTING POWER

 

2,604,524.68

9

SOLE DISPOSITIVE POWER

 

91,709.53

10

SHARED DISPOSITIVE POWER

 

2,604,524.68

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,696,234.2036

12

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

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.51%

14

TYPE OF REPORTING PERSON (see instructions)

 

HC, IN

 

 

 

Page 2 of 6

 

 

NAME OF REPORTING PERSONS

 

NexPoint Advisors, L.P.

2

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

(a)  ☐        (b)  ☒

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (see instructions)

 

AF/OO

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

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

146,738

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

146,738

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

146,738

12

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

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.57%

14

TYPE OF REPORTING PERSON (see instructions)

 

IA, PN

 

 

 

Page 3 of 6

 

 

NAME OF REPORTING PERSONS

 

Highland Capital Management Fund Advisors, L.P.

2

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

(a)  ☐        (b)  ☒

 

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

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

348,601

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

348,601

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

348,601

12

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

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.36%

14

TYPE OF REPORTING PERSON (see instructions)

 

IA, PN

 

 

 

Page 4 of 6

 

 

NAME OF REPORTING PERSONS

 

Nancy Marie Dondero

2

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

(a)  ☐        (b)  ☒

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (see instructions)

 

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

SOLE VOTING POWER

 

2,096,907.5770

8

SHARED VOTING POWER

 

31,403

9

SOLE DISPOSITIVE POWER

 

2,096,907.5770

10

SHARED DISPOSITIVE POWER

 

31,403

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,128,310.5770

12

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

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.3%

14

TYPE OF REPORTING PERSON (see instructions)

 

IN

 

 

Page 5 of 6

 

 

SCHEDULE 13D/A

 

This Amendment No. 14 (this “Amendment”) is being filed on behalf of James D. Dondero, NexPoint Advisors, L.P., a Delaware limited partnership (“NexPoint Advisors”), Highland Capital Management Fund Advisors, L.P., a Delaware limited partnership (“HCMFA”), and Nancy Marie Dondero (collectively, the “Reporting Persons”), and amends the Schedule 13D filed on March 26, 2015, as subsequently amended on April 14, 2015, as subsequently amended on April 23, 2015, as subsequently amended on April 28, 2015, as subsequently amended on September 2, 2015, as subsequently amended on October 19, 2015, as subsequently amended on July 22, 2016, as subsequently amended on October 27, 2016, as subsequently amended on April 17, 2017, as subsequently amended on March 27, 2018, as subsequently amended on July 26, 2018, as subsequently amended on November 20, 2018, as subsequently amended on March 23, 2020 and as subsequently amended on March 30, 2020. This Amendment updates the stock ownership information for the Schedule 13D. The Schedule 13D is supplementally amended as follows.

 

Item 5. Interest in Securities of the Issuer.

 

(a) As of July 13, 2022, (i) James D. Dondero may be deemed to beneficially own 2,696,234.2036 shares of Common Stock, par value $0.01 per share (“Common Stock”), which represents approximately 10.51% of the outstanding Common Stock, (ii) NexPoint Advisors may be deemed to beneficially own 146,738.00 shares of Common Stock, which represents approximately 0.57% of the outstanding Common Stock, (iii) HCMFA may be deemed to beneficially own 348,601.00 shares of Common Stock, which represents approximately 1.36% of the outstanding Common Stock and (iv) Nancy Marie Dondero, in her capacity of trustee of a trust and through direct ownership in a shared account, may be deemed to beneficially own 2,159,713.5770 shares of Common Stock, which represents approximately 8.3% of the outstanding Common Stock. James D. Dondero has the right to acquire beneficial ownership of 2,096,907.5770 shares of Common Stock owned by the trust referred to in the preceding sentence.

 

(b)

 

Name of Reporting Person

 

Sole Voting
Power

   

Shared Voting
Power

   

Sole
Dispositive
Power

   

Shared
Dispositive
Power

 

James D. Dondero (1)

    91,709.53       2,604,524.68       91,709.53       2,604,524.68  

NexPoint Advisors, L.P. (2)

    0       146,738.00       0       146,738.00  

Highland Capital Management Fund Advisors, L.P. (3)

    0       348,601.00       0       348,601.00  

Nancy Marie Dondero (4)

    2,096,907.5770       31,403.00       2,096,907.5770       31,403.00  

 

(1)

These shares are held by Mr. Dondero both directly and indirectly through NexPoint Advisors and HCMFA (as described in footnotes (2)-(3) below), accounts advised by other affiliated investment advisors, 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 is the sole member of NexPoint Advisors’ general partner, and may be deemed to be an indirect beneficial owner of the shares held by NexPoint Advisors. Mr. Dondero is also the sole stockholder and director of HCMFA’s general partner, and may be deemed to be an indirect beneficial owner of the shares held by HCMFA. Mr. Dondero disclaims beneficial ownership of such shares.

(2)

These shares are held by NexPoint Advisors indirectly through advised accounts. Mr. Dondero is the sole member of NexPoint Advisors’ general partner, and may be deemed to be an indirect beneficial owner of the shares held by NexPoint Advisors.

(3)

These shares are held by HCMFA indirectly through advised accounts. Mr. Dondero is the sole stockholder and director of HCMFA’s general partner, and may be deemed to be an indirect beneficial owner of the shares held by HCMFA.

(4)

Includes shares that Ms. Dondero may be deemed to beneficially own as the trustee of the trust referred to in Item 5(a) and through direct ownership in a shared account. As of July 13, 2022, the trust has pledged 628,183 shares as collateral in connection with a credit agreement and a revolving line of credit promissory note with CrossFirst Bank and an additional 1,121,033 shares are pledged as collateral to Raymond James Bank, N.A. Ms. Dondero is the sister of Mr. Dondero and disclaims beneficial ownership of such shares.

 

 

Page 6 of 6

 

 

(c) Annex A attached hereto lists all transactions in the Common Stock during the past sixty (60) days by the Reporting Persons other than shares of Common Stock acquired pursuant to a dividend reinvestment plan (“DRIP”). Except as otherwise noted, the transactions in the Common Stock were effected in the open market. In the sixty (60) days preceding the date hereof, the Reporting Persons acquired an aggregate of 350.66 shares of Common Stock pursuant to a DRIP at various prices. Except as reported in this Item 5, the Reporting Persons did not acquire or dispose of any Common Stock in the sixty (60) days preceding the date hereof.

 

(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.

 

 

 

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: July 13, 2022

 

     
 

/s/ James D. Dondero

 

James D. Dondero

   
 

NEXPOINT ADVISORS, L.P.

   
 

By: NexPoint Advisors GP, LLC, its general partner

   
 

 

By:

/s/ James D. Dondero

 

 

Name: James D. Dondero
 

 

Title: Sole Member
   
 

HIGHLAND CAPITAL MANAGEMENT FUND ADVISORS, L.P.

   
 

By: Strand Advisors XVI, Inc., its general partner

   
 

 

By:

/s/ James D. Dondero

 

 

Name: James D. Dondero
 

 

Title: Sole Member
   
 

/s/ Nancy Marie Dondero

 

Nancy Marie Dondero

 

 

 

ANNEX 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, inclusive of any transactions effected through 4:00 p.m., New York City time, on July 12, 2022, other than shares of Common Stock acquired pursuant to a DRIP, which are described in Item 5(c).

 

 

Date

Effected By

Nature of

Transaction

Amount

Price

6/16/22

Nancy Marie Dondero (1)

Open Market

Purchase

17,050

$59.01

 

 

(1) The transactions reported herein were effected by the trust referred to in Item 5(a), for which Ms. Dondero serves as trustee.