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Form 4 NEXPOINT DIVERSIFIED For: Nov 28 Filed by: DONDERO JAMES D

November 30, 2022 5:56 PM EST

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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).
1. Name and Address of Reporting Person *
DONDERO JAMES D

(Last) (First) (Middle)
300 CRESCENT COURT, SUITE 700

(Street)
DALLAS TX 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)
11/28/2022
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)
Code V Amount (A) or (D) Price
Common Stock 11/28/2022   S   118,673 D $ 13.83 1,706,806 I See Footnote (1)
Common Stock 11/28/2022   P   118,673 A $ 13.83 1,825,479 I See Footnote (1)
Common Stock               86,703.62 (2) D  
Common Stock               3,843,851 (2) I See Footnote (3)
Common Stock               239,412.11 (2) I See Footnote (4)
Common Stock               509,462 I See Footnote (5)
Common Stock               61,180.17 I By employee benefit plan
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. On November 28, 2022, NexPoint Climate Tech Fund (f/k/a/ Highland Small-Cap Equity Fund) sold 118,673 shares to Highland Income Fund (the "Trade"). Following the Trade, 0 shares are held by NexPoint Climate Tech Fund, 1,275,616 shares are held by Highland Income Fund and 549,863 shares are held by Highland Global Allocation Fund. These entities are managed by NexPoint Asset Management, L.P. (f/k/a Highland Capital Management Fund Advisers), 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. The Trade was matchable under Section 16(b) of the Securities Exchange Act of 1934. The Reporting Person disgorged $2,743.03 to NexPoint Diversified Real Estate Trust, representing the full amount of his pecuniary interest in the deemed profit realized in connection with the short-swing transaction.
2. Includes shares acquired under a dividend reinvestment plan.
3. These shares are held by The Dugaboy Investment Trust pursuant to an employee purchase plan. Mr. Dondero disclaims beneficial ownership of such shares.
4. 63,632.11 shares are held by PCMG Trading Partners XXIII, L.P. and 175,780 shares are held by Governance Re Ltd. 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.
5. These shares are held by a subsidiary of The Dugaboy Investment Trust. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
Remarks:
President
/s/ James D. Dondero 11/30/2022
** 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.


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