James Dondero - Dec 23, 2022 Form 4 Insider Report for NexPoint Real Estate Finance, Inc. (NREF)

Role: President, Director, 10%+ Owner
Signature: /s/ Brian Mitts, as attorney in fact for James Dondero
Stock symbol: NREF
Transactions as of: Dec 23, 2022
Transactions value $: $0
Form type: 4
Date filed: 12/23/2022, 03:33 PM
Previous filing: Dec 13, 2022
Next filing: Jan 11, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NREF	Common Stock	Options Exercise		+2.1M	+275.05%		2.86M	Dec 23, 2022	See Footnote	F1, F2
holding	NREF	Common Stock						51K	Dec 23, 2022	Direct
holding	NREF	Common Stock						5.69M	Dec 23, 2022	See Footnote	F3
holding	NREF	Common Stock						180K	Dec 23, 2022	See Footnote	F4, F5
holding	NREF	Common Stock						1.8K	Dec 23, 2022	See Footnote	F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NREF	Class B OP Units	Options Exercise		-2.1M	-30.13%		4.87M	Dec 23, 2022	Common Stock	2.1M		See Footnote	F1, F2, F7, F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	2,100,000 of the Class B common units of limited partnership interest ("OP Units") in NexPoint Real Estate Finance Operating Partnership, L.P., the operating partnership (the "OP") of NexPoint Real Estate Finance, Inc. (the "Issuer") were redeemed for an equal number of shares of the Issuer's common stock in accordance with the limited partnership agreement of the OP.
F2	2,100,000 shares and 4,869,081.43 Class B OP Units are held by NexPoint Real Estate Opportunities, LLC, which is wholly owned by NexPoint Diversified Real Estate Trust Operating Partnership, L.P., which is wholly owned by NexPoint Diversified Real Estate Trust, 281,817 shares are held by NexPoint Real Estate Strategies Fund and 481,668 shares are held by NexPoint Capital, Inc. These entities are managed or advised, directly or indirectly, by NexPoint Advisors, L.P. ("NP"). Mr. Dondero is the sole member of NP's general partner, and may be deemed to be an indirect beneficial owner of securities held by NP. Mr. Dondero disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F3	1,322,385 shares are held by Highland Global Allocation Fund and 4,372,285 shares are held by Highland Income Fund. These entities are managed by NexPoint Asset Management, L.P. ("NexPoint Asset Management"), formerly known as Highland Capital Management Fund Advisors, L.P. Mr. Dondero is the sole stockholder and director of Strand Advisors XVI, Inc., NexPoint Asset Management's general partner, and may be deemed to be an indirect beneficial owner of securities held by NexPoint Asset Management. Mr. Dondero disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F4	Includes shares acquired under dividend reinvestment plan.
F5	29,207 shares are held by a company which is an indirect wholly owned subsidiary of a trust of which Mr. Dondero is the beneficiary. The remaining shares of common stock are held directly by the trust. Mr. Dondero disclaims beneficial ownership of the shares held directly or indirectly by the trust except to the extent of his pecuniary interest therein.
F6	These shares are held by a limited liability company in which the trust referenced in footnote 5 to this Form 4 owns a majority interest. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F7	Represents OP Units in the OP, the operating partnership of the Issuer.
F8	The OP Units are redeemable, subject to certain requirements, for cash or, at the election of the Issuer, for shares of the Issuer's common stock on a one-for-one basis. The OP Units were vested as of the date of issuance and have no expiration date.