NexPoint Diversified Real Estate Trust Form 4 / JAMES D DONDERO ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DONDERO JAMES D

(Last)

(First)

(Middle)

300 CRESCENT COURT, SUITE 700

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NEXPOINT DIVERSIFIED REAL ESTATE TRUST [ NXDT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/13/2024		P		2,387	A	$4.92	2,387	I	As custodian of UTMA account for child 1⁽¹⁾
Common Stock	06/13/2024		P		2,387	A	$4.92	2,387	I	As custodian of UTMA account for child 2⁽¹⁾
Common Stock	06/13/2024		P		2,387	A	$4.92	2,387	I	As custodian of UTMA account for child 3⁽¹⁾
Common Stock	06/13/2024		P		2,387	A	$4.92	2,387	I	As custodian of UTMA account for child 4⁽¹⁾
Common Stock	06/13/2024		P		2,387	A	$4.92	2,387	I	As custodian of UTMA account for child 5⁽¹⁾
Common Stock	06/13/2024		P		2,387	A	$4.92	2,387	I	As custodian of UTMA account for child 6⁽¹⁾
Common Stock								818,583.55	I	See Footnote⁽²⁾
Common Stock								1,904,136	I	See Footnote⁽³⁾
Common Stock								4,281,440.89⁽⁴⁾	D
Common Stock								105,309	I	See Footnote⁽⁵⁾
Common Stock								536,032⁽⁴⁾	I	See Footnote⁽⁶⁾
Common Stock								67,558.8066⁽⁶⁾	I	By employee
5.50% Series A Cumulative Preferred Shares	11/01/2021		P		3,803	A	$14.36	16,807	I	See Footnote⁽⁷⁾
5.50% Series A Cumulative Preferred Shares	11/02/2021		P		5,693	A	$14.36	22,500	I	See Footnote⁽⁷⁾
5.50% Series A Cumulative Preferred Shares	01/12/2022		P		3,117	A	$14.36	25,617	I	See Footnote⁽⁷⁾
5.50% Series A Cumulative Preferred Shares	01/13/2022		P		3,900	A	$14.36	29,517	I	See Footnote⁽⁷⁾
5.50% Series A Cumulative Preferred Shares	06/13/2024		P		325	A	$15.25	325	I	As custodian of UTMA account for child 1⁽¹⁾
5.50% Series A Cumulative Preferred Shares	06/13/2024		P		325	A	$15.25	325	I	As custodian of UTMA account for child 2⁽¹⁾
5.50% Series A Cumulative Preferred Shares	06/13/2024		P		325	A	$15.25	325	I	As custodian of UTMA account for child 3⁽¹⁾
5.50% Series A Cumulative Preferred Shares	06/13/2024		P		325	A	$15.25	325	I	As custodian of UTMA account for child 4⁽¹⁾
5.50% Series A Cumulative Preferred Shares	06/13/2024		P		325	A	$15.25	325	I	As custodian of UTMA account for child 5⁽¹⁾
5.50% Series A Cumulative Preferred Shares	06/13/2024		P		325	A	$15.25	325	I	As custodian of UTMA account for child 6⁽¹⁾
5.50% Series A Cumulative Preferred Shares								37,310	I	See Footnote⁽⁷⁾
5.50% Series A Cumulative Preferred Shares								49,169	I	See Footnote⁽⁸⁾
5.50% Series A Cumulative Preferred Shares								13,831	I	See Footnote⁽⁹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The shares are held for one of Mr. Dondero's children, through a custodial account established pursuant to the Uniform Transfer to Minors Act ("UTMA") for which Mr. Dondero serves as custodian. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

2. 32,082 shares are held by Drugcrafters, L.P. ("Drugcrafters"), 71,427.19 shares are held by PCMG Trading Partners XXIII, L.P., 183,351 shares are held by Governance Re Ltd. and 531,723.36 shares are held by the Adviser. Mr. Dondero owns 75% of PCMG Trading Partners XXIII, L.P. ("PCMG") and PCMG owns 99% of Drugcrafters. These entities are ultimately controlled by Mr. Dondero. Mr. Dondero may be deemed to be an indirect beneficial owner of shares held by such entities. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

3. 1,330,582 shares are held by Highland Opportunities and Income Fund and 573,554 shares are held by Highland Global Allocation Fund. These entities are managed by NexPoint Asset Management, L.P. ("NexPoint Asset Management"), which is ultimately controlled by Mr. Dondero. Mr. Dondero may be deemed to be an indirect beneficial owner of shares held by such entities. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

4. Includes shares acquired under a dividend reinvestment plan.

5. These shares are held by The Dugaboy Investment Trust of which Mr. Dondero is the beneficiary pursuant to an employee purchase plan. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

6. These shares are held by subsidiaries of The Dugaboy Investment Trust. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

7. These shares are held by Drugcrafters. Mr. Dondero is the sole managing member of the general partner of Drugcrafters and may be deemed to be an indirect beneficial owner of shares held by Drugcrafters. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

8. These shares are held by The Dugaboy Investment Trust of which Mr. Dondero is the beneficiary pursuant to an employee purchase plan. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

9. These shares are held by Highland Global Allocation Fund, which is managed by NexPoint Asset Management, which is ultimately controlled by Mr. Dondero. Mr. Dondero may be deemed to be an indirect beneficial owner of shares held by NexPoint Asset Management. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Remarks:

President

	/s/ James Dondero	06/17/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

NexPoint Diversified Real Estate Trust (NXDT) Form 4NEXPOINT DIVERSIFIED REAL ESTATE TRUST / JAMES D DONDERO ownership change