SEC FORM 4

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

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
08/13/2024

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	08/13/2024		A		70,660.98	A	⁽¹⁾	911,037.82	I	See Footnote⁽²⁾
Common Stock	08/13/2024		A		82,576.52	A	⁽³⁾	993,614.34	I	See Footnote⁽²⁾
Common Stock	08/13/2024		A		85,996.95	A	⁽⁴⁾	1,079,611.29⁽⁵⁾	I	See Footnote⁽²⁾
Common Stock								261,341⁽⁵⁾	I	See Footnote⁽⁶⁾
Common Stock								1,948,737⁽⁷⁾	I	See Footnote⁽⁸⁾
Common Stock								4,282,982.65⁽⁷⁾	D
Common Stock								548,832⁽⁷⁾	I	See Footnote⁽⁹⁾
Common Stock								69,559.576	I	By employee benefit plan
Common Stock								5,696.73⁽⁵⁾	I	As custodian of UTMA account for child 1⁽¹⁰⁾
Common Stock								5,683.91⁽⁵⁾	I	As custodian of UTMA account for child 2⁽¹⁰⁾
Common Stock								5,696.74⁽⁵⁾	I	As custodian of UTMA account for child 3⁽¹⁰⁾
Common Stock								4,226.23⁽⁵⁾	I	As custodian of UTMA account for child 4⁽¹⁰⁾
Common Stock								4,044.23⁽⁵⁾	I	As custodian of UTMA account for child 5⁽¹⁰⁾
Common Stock								5,696.74⁽⁵⁾	I	As custodian of UTMA account for child 6⁽¹⁰⁾

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. Under the terms of the Advisory Agreement, dated July 1, 2022, by and between NexPoint Diversified Real Estate Trust (the "Company") and NexPoint Real Estate Advisers X, L.P. (the "Adviser"), as amended by that First Amendment to Advisory Agreement dated October 25, 2022, and as amended by that Second Amendment to Advisory Agreement, dated April 11, 2023 (the "Advisory Agreement"), the Adviser may elect to receive payment for a portion of its monthly fees under the Advisory Agreement in common shares of the Company. Such common shares received as payment are valued at the volume-weighted average price ("VWAP") of the shares for the 10 trading days prior to the end of the month for which such fees will be paid. The Company issued 70,660.98 common shares to the Adviser as payment of its fees for the month of April at a VWAP of $6.2395 per share.

2. 34,320 shares are held by Drugcrafters, L.P. ("Drugcrafters"), 73,956.48 shares are held by PCMG Trading Partners XXIII, L.P., 187,645 shares are held by Governance Re Ltd. and 783,689.81 shares (following the transactions described herein) are held by the Adviser. Mr. Dondero owns 75% of PCMG Trading Partners XXIII, L.P. ("PCMG") and PCMG owns 99% of Drugcrafters. Drugcrafters, PCMG, Governance Re Ltd. and the Adviser 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. Under the terms of the Advisory Agreement, the Adviser may elect to receive payment for a portion of its monthly fees under the Advisory Agreement in common shares of the Company. Such common shares received as payment are valued at the VWAP of the shares for the 10 trading days prior to the end of the month for which such fees will be paid. The Company issued 82,576.52 common shares to the Adviser as payment of its fees for the month of May at a VWAP of $5.4513 per share.

4. Under the terms of the Advisory Agreement, the Adviser may elect to receive payment for a portion of its monthly fees under the Advisory Agreement in common shares of the Company. Such common shares received as payment are valued at the VWAP of the shares for the 10 trading days prior to the end of the month for which such fees will be paid. The Company issued 85,996.95 common shares to the Adviser as payment of its fees for the month of June at a VWAP of $5.1268 per share.

5. Includes shares received pursuant to an elective stock dividend paid on the Company's common shares on June 28, 2024.

6. 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.

7. Includes shares acquired under a dividend reinvestment plan and shares received pursuant to an elective stock dividend paid on the Company's common shares on June 28, 2024.

8. 1,361,749 shares are held by Highland Opportunities and Income Fund and 586,988 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.

9. 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.

10. 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.

Remarks:

President

	/s/ James Dondero	08/15/2024
	** 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).
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