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Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Highland Capital Management | 51,473 | 0 | 51,473 | 0 | 51,473 | 14.3% |
| James D. Dondero | 0 | 200,967 | 0 | 200,967 | 200,967 | 56.0% |
| Nancy Marie Dondero | 144,271 | 0 | 144,271 | 0 | 144,271 | 40.2% |
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Page 1 of 8 – SEC Filing
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 2)
NexPoint Real
Estate Strategies Fund
(Name of Issuer)
Class Z Shares of Beneficial Interest
(Title of Class of Securities)
65342M309
(CUSIP NUMBER)
Jason Post, Chief Compliance Officer
NexPoint Advisors, L.P.
300 Crescent Court, Suite 700
Dallas, Texas 75201
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 11, 2017
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box ☐.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended (the Act), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
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Page 2 of 8 – SEC Filing
| CUSIP No. 65342M309 | 13D/A | Page 2 of 7 |
| 1 | NAME OF I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Highland Capital Management, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS* WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL or 2(e) ☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 51,473.84 | ||||
| 8 | SHARED VOTING POWER 0 | |||||
| 9 | SOLE DISPOSITIVE POWER 51,473.84 | |||||
| 10 | SHARED DISPOSITIVE POWER 0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 51,473.84 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT 14.3% | |||||
| 14 | TYPE OF REPORTING PERSON* PN | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
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Page 3 of 8 – SEC Filing
| CUSIP No. 65342M309 | 13D/A | Page 3 of 7 |
| 1 | NAME OF I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) James D. Dondero | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS* AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL or 2(e) ☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||||
| 8 | SHARED VOTING POWER 200,967.0570 | |||||
| 9 | SOLE DISPOSITIVE POWER 0 | |||||
| 10 | SHARED DISPOSITIVE POWER 200,967.0570 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200,967.0570 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT 56.0% | |||||
| 14 | TYPE OF REPORTING PERSON* IN | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
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Page 4 of 8 – SEC Filing
| CUSIP No. 65342M309 | 13D/A | Page 4 of 7 |
| 1 | NAME OF I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Nancy Marie Dondero | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS* AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL or 2(e) ☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 144,271.4660 | ||||
| 8 | SHARED VOTING POWER 0 | |||||
| 9 | SOLE DISPOSITIVE POWER 144,271.4660 | |||||
| 10 | SHARED DISPOSITIVE POWER 0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 144,271.4660 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT 40.2% | |||||
| 14 | TYPE OF REPORTING PERSON* IN | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
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Page 5 of 8 – SEC Filing
SCHEDULE 13D/A
This Amendment No. 2 (this Amendment) to Schedule 13D (the Schedule 13D) is being filed on behalf of Highland
Capital Management, L.P., a Delaware limited partnership (Highland Capital), James D. Dondero and Nancy Marie Dondero (collectively, the Reporting Persons) relating to the Class Z Shares of Beneficial Interests (the
Shares), of NexPoint Real Estate Strategies Fund, a Delaware statutory trust (the Issuer), held by the Reporting Persons and certain related or other entities.
James D. Dondero is the President of Strand Advisors, Inc., a Delaware corporation (Strand), and controls NexPoint Advisors GP,
LLC, a Delaware limited liability company (NexPoint GP). Strand is the general partner of Highland Capital. NexPoint GP is the general partner of NexPoint Advisors, L.P., a Delaware limited partnership and the investment advisor to the
Issuer (NexPoint). Nancy Marie Dondero is the trustee of a trust (the Trust). This Schedule 13D relates to Shares of the Issuer held by (i) Highland Capital, (ii) NexPoint and (iii) the Trust.
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is
relevant and amends the Schedule 13D filed with the United States Securities and Exchange Commission on August 17, 2016, as subsequently amended on November 21, 2016. The Schedule 13D is supplementally amended as follows.
| Item 3. | Source and Amount of Funds |
As of August 15, 2017, the Reporting Persons had
invested approximately $5,961,986.51 (inclusive of brokerage commissions) in the securities of the Issuer. The source of these funds was the working capital and/or affiliated funds of the Reporting Persons.
| Item 5. | Interest in Securities of the Issuer |
(a) As of August 15, 2017,
(i) Highland Capital may be deemed to beneficially own 51,473.84 Shares, which represents approximately 14.3% of the outstanding Shares; (ii) James D. Dondero may be deemed to beneficially own 200,967.0570 Shares, which represents
approximately 56.0% of the outstanding Shares; and (iii) Nancy Marie Dondero, in her capacity of trustee of the Trust, may be deemed to beneficially own 144,271.4660 Shares, which represents approximately 40.2% of the outstanding Shares. James
D. Dondero has the right to acquire beneficial ownership of the 144,271.4660 Shares owned by the Trust.
(b)
| Name of Reporting Person | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | ||||||||||||
| Highland Capital Management, L.P.1 | 51,473.84 | 0 | 51,473.84 | 0 | ||||||||||||
| James D. Dondero2 | 0 | 200,967.0570 | 0 | 200,967.0570 | ||||||||||||
| Nancy Marie Dondero3 | 144,271.4660 | 0 | 144,271.4660 | 0 | ||||||||||||
| 1 | These Shares are held directly by Highland Capital. Mr. Dondero is the President and the director of Strand, the general partner of Highland Capital, and may be deemed to be an indirect beneficial owner of the Shares held by Highland Capital. Mr. Dondero disclaims beneficial ownership of such Shares. |
| 2 | Includes Shares held by Mr. Dondero indirectly through (i) Highland Capital and (ii) NexPoint. Also includes Shares that Mr. Dondero has the right to acquire beneficial ownership of that are held by the Trust, for which he does not serve as trustee. Mr. Dondero is the President and the director of Strand, the general partner of Highland Capital, and controls NexPoint GP, the general partner of NexPoint, and may be deemed to be an indirect beneficial owner of the Shares held by Highland Capital and NexPoint. Mr. Dondero disclaims beneficial ownership of such Shares. |
| 3 | Includes Shares that Ms. Dondero may be deemed to beneficially own as the trustee of the Trust. Ms. Dondero is the sister of Mr. Dondero. Ms. Dondero and Mr. Dondero disclaim beneficial ownership of such Shares. |
Page 5 of 7
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Page 6 of 8 – SEC Filing
(c) Annex A attached hereto lists all transactions in the Shares during the past sixty
(60) days by the Reporting Persons. The transaction in the Shares was effected in a private sale.
(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 Shares.
(e) Not applicable.
Page 6 of 7
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Page 7 of 8 – SEC Filing
After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is true, complete and correct.
Dated: August 16, 2017
| HIGHLAND CAPITAL MANAGEMENT, L.P. | ||||
| By: | Strand Advisors, Inc., its general partner | |||
| By: | /s/ James D. Dondero | |||
| Name: James D. Dondero | ||||
| Title: President | ||||
| /s/ James D. Dondero | ||||
| James D. Dondero | ||||
| /s/ Nancy Marie Dondero | ||||
| Nancy Marie Dondero | ||||
Page 7 of 7
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Page 8 of 8 – SEC Filing
ANNEX A
TRANSACTIONS
The following table sets
forth all transactions with respect to the Shares effected in the last sixty days by the Reporting Person on behalf of the Reporting Person in respect of the Shares, inclusive of any transactions effected through 4:00 p.m., New York City time, on
August 15, 2017.
| Date | Effected By | Purchase/Sale | Quantity | Price | ||||||||
| 8/11/2017 | Highland Capital | Private Sale | 96,399.616 | $ | 20.57 | |||||||
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