Amended Statement of Beneficial Ownership (sc 13d/a)
July 26 2018 - 5:18PM
Edgar (US Regulatory)
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. 10)
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)
July 20, 2018
(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. ☐
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CUSIP No. 65341D102
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13D
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Page 1 of 6
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1
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NAME OF
REPORTING PERSONS
Highland Capital Management, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
1,223,667.50
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8
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SHARED VOTING POWER
1,269,543.08
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9
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SOLE DISPOSITIVE POWER
1,223,667.50
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10
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SHARED DISPOSITIVE POWER
1,269,543.08
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,493,210.58
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES ☐ (see instructions)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
12.02%
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14
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TYPE OF REPORTING PERSON (see
instructions)
IA, PN
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CUSIP No. 65341D102
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13D
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Page 2 of 6
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1
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NAME OF
REPORTING PERSONS
NexPoint Advisors, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
AF/OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
21,231
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
21,231
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,231
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES ☐ (see instructions)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.10%
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14
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TYPE OF REPORTING PERSON (see
instructions)
IA, PN
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CUSIP No. 65341D102
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13D
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Page 3 of 6
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1
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NAME OF
REPORTING PERSONS
James D. Dondero
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
WC/AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United
States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
72,656.45
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8
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SHARED VOTING POWER
4,297,452.60
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9
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SOLE DISPOSITIVE POWER
72,656.45
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10
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SHARED DISPOSITIVE POWER
4,297,452.60
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,370,109.0423
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES ☐ (see instructions)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
21.06 %
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14
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TYPE OF REPORTING PERSON (see
instructions)
HC, IN
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CUSIP No. 65341D102
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13D
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Page 4 of 6
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1
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NAME OF
REPORTING PERSONS
Nancy Marie Dondero
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United
States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
1,739,292.6235
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8
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SHARED VOTING POWER
20,332.6050
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9
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SOLE DISPOSITIVE POWER
1,739,292.6235
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10
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SHARED DISPOSITIVE POWER
20,332.6050
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,759,625.2285
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES ☐ (see instructions)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
8.38%
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14
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TYPE OF REPORTING PERSON (see
instructions)
IN
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SCHEDULE 13D/A
This Amendment No. 10 (this Amendment) is being filed on behalf of Highland Capital Management, L.P., a Delaware limited
partnership (Highland Capital), NexPoint Advisors, L.P., a Delaware limited partnership (NexPoint Advisors), James D. Dondero 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 28, 2015, as subsequently amended on April 24, 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 and as subsequently amended on March 27, 2018. This Amendment
updates the stock ownership information for the Schedule 13D. The Schedule 13D is supplementally amended as follows.
Item 3.
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Source and Amount of Funds.
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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 July 20, 2018, the Reporting Persons had purchased additional shares of Common Stock with working capital in open market purchases for an aggregate purchase price of
approximately $36,401,944.36
Item 5.
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Interest in Securities of the Issuer.
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(a) As of May 21, 2018, (i) Highland Capital
may be deemed to beneficially own 2,493,210.58 shares of Common Stock, which represents approximately 12.02% of the outstanding Common Stock, (ii) NexPoint Advisors may be deemed to beneficially own 21,231 shares of Common Stock, which
represents approximately 0.10% of the outstanding Common Stock, (iii) James D. Dondero may be deemed to beneficially own 4,370,109.0423 shares of Common Stock, which represents approximately 21.06% 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 deemed to beneficially own 1,759,625.2285 shares of Common Stock, which represents approximately 8.38% of the outstanding
Common Stock. James D. Dondero has the right to acquire beneficial ownership of the 1,726,460.0185 shares of Common Stock owned by the trust referred to in the preceding sentence.
(b)
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Name of Reporting Person
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Sole Voting
Power
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Shared Voting
Power
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Sole
Dispositive
Power
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Shared
Dispositive
Power
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Highland Capital Management, L.P. (1)
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1,223,667.50
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1,269,543.08
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1,223,667.50
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1,269,543.08
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NexPoint Advisors, L.P. (2)
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0
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21,231.00
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0
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21,231.00
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James D. Dondero (3)
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72,656.45
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4,297,452.60
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72,656.45
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4,297,452.60
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Nancy Marie Dondero (4)
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1,739,292.62
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20,332.60
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1,739,292.62
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20,332.60
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(1)
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These shares are held by Highland Capital both directly and indirectly through advised accounts. Mr. Dondero is the President and the director of Strand Advisors, Inc., Highland Capitals general partner, and
may be deemed to be an indirect beneficial owner of the shares held by Highland Capital.
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(2)
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These shares are held by NexPoint Advisors indirectly through an advised account. Mr. Dondero is the sole member of NexPoint Advisors general partner, and may be deemed to be an indirect beneficial owner of
shares held by NexPoint Advisors.
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(3)
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These shares are held by Mr. Dondero both directly and indirectly through Highland Capital and NexPoint Advisors (as described in footnotes (1) and (2) above), 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 President and the director of Strand
Advisors, Inc., Highland Capitals general partner, and may be deemed to be an indirect beneficial owner of the shares held by Highland Capital. Mr. Dondero is also the sole member of NexPoint Advisors general partner, and may be
deemed to be an indirect beneficial owner of shares held by NexPoint Advisors. Mr. Dondero disclaims beneficial ownership of such shares.
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(4)
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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. Ms. Dondero is the sister of
Mr. Dondero.
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(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.
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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On May 21, 2018, Nancy Marie Dondero, as Family Trustee for and on behalf of The Dugaboy Investment Trust (Dugaboy) entered
into a revolving line of credit promissory note (the Note) with JPMorgan Chase Bank, N.A. (JP Morgan), pursuant to which JP Morgan agreed to issue a line of credit, up to an aggregate principal amount of $15,000,000, upon the
terms and conditions set forth in the Loan Letter Agreement, dated May 21, 2018, between JP Morgan and Dugaboy. The Note has a maturity date of May 31, 2019, at which time all principal and interest will become due and payable. The
proceeds of the Note are to be used for working capital or other business purposes.
Dugaboy pledged 1,718,960 shares of the Issuer, all
of which Ms. Dondero may be deemed to beneficially own as a result of her position as Family Trustee, as collateral for the Note pursuant to the terms of the Collateral Agreement, dated May 21, 2018, between JP Morgan and Dugaboy.
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between
the Reporting Persons and any other person, with respect to the securities of the Issuer.
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 26, 2018
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HIGHLAND CAPITAL MANAGEMENT, L.P.
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By: Strand Advisors, Inc., its general partner
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By:
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/s/ James D. Dondero
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Name:
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James D. Dondero
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Title:
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President
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NEXPOINT ADVISORS, L.P.
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By: NexPoint Advisors GP, LLC, its general partner
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By:
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/s/ James D. Dondero
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Name:
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James D. Dondero
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Title:
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Sole Member
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/s/ James D. Dondero
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James D. Dondero
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/s/ Nancy Marie Dondero
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Nancy Marie Dondero
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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 20, 2018.
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Date
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Effected By
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Nature of Transaction
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Quantity
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Price
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5/21/2018
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Highland Capital
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Open Market Purchase
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18,101.32
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(1)
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$
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27.6223
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6/13/2018
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Highland Capital
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Open Market Purchase
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18,002.51
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(1)
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$
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27.7739
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7/20/2018
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Highland Capital
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Open Market Purchase
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24,002.66
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(1)
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$
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28.3684
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(1)
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Shares acquired in connection with issuers dividend reinvestment plan. Under operation of the plan, monthly purchases are conducted by the plan administrator evenly over the course of approximately the first 20
days of the month.
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