Filing Details

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934

 

 

NexPoint Real Estate Strategies Fund

(Name of Issuer)

Class Z Shares of Beneficial Interest

(Title of Class of Securities)

65342M309

(CUSIP NUMBER)

MAPLES FS

PO BOX 1093, BOUNDARY HALL

CRICKET SQUARE, GRAND CAYMAN, KY1-1102

CAYMAN ISLANDS

(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.

 

 

 

Page 1 of 9

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CUSIP No. 65342M309		13D		Page 2 of 9

 

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Sentinel Reinsurance, Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS*   WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   96,399.616
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   96,399.616
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   96,399.616
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   26.8%
14		TYPE OF REPORTING PERSON*   CO

 

*	SEE INSTRUCTIONS BEFORE FILLING OUT

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CUSIP No. 65342M309		13D		Page 3 of 9

 

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Andrew Dean
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS*   AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   New Zealand
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   96,399.616
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   96,399.616
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   96,399.616
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   26.8%
14		TYPE OF REPORTING PERSON*   IN

 

*	SEE INSTRUCTIONS BEFORE FILLING OUT

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CUSIP No. 65342M309		13D		Page 4 of 9

 

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Christopher Watler
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS*   AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   96,399.616
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   96,399.616
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   96,399.616
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   26.8%
14		TYPE OF REPORTING PERSON*   IN

 

*	SEE INSTRUCTIONS BEFORE FILLING OUT

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SCHEDULE 13D

This Schedule 13D (this Schedule 13D) is being filed on behalf of Sentinel Reinsurance, Ltd., a Cayman Islands exempted company (Sentinel), Andrew Dean and Christopher Watler (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 Sentinel.

Andrew Dean and Christopher Watler are directors of Sentinel. This Schedule 13D relates to Shares of the Issuer held by Sentinel.

 

Item 1.

Security and Issuer

 

Securities acquired: Class Z Shares of Beneficial Interest (the Shares).

 

Issuer:		NexPoint Real Estate Strategies Fund
		300 Crescent Court
		Suite 700
		Dallas, Texas 75201

 

Item 2.

Identity and Background

(a) This Schedule 13D is filed by and on behalf of each of the following persons (collectively, the Reporting Persons): (i) Sentinel Reinsurance, Ltd., a Cayman Islands exempted company (Sentinel), (ii) Andrew Dean and (iii) Christopher Watler.

Each of the Reporting Persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the Act). Each of the Reporting Persons declares that neither the filing of this Schedule 13D nor anything herein shall be construed as evidence that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

(b) The address of the principal business office of each of the Reporting Persons is PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands.

(c) The principal business of Sentinel is reinsurance. The principal business of Mr. Dean and Mr. Watler is serving as client service professionals who act as directors of certain companies. Mr. Dean and Mr. Watler may be deemed to beneficially own Shares owned and/or held by Sentinel.

 

Page 5 of 9

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(d) During the last five years, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of the persons controlling the Reporting Persons has been convicted in a criminal proceeding in either case of the type specified in Items 2(d) or (e) of Schedule 13D.

(e) During the last five years, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of the persons controlling the Reporting Persons was a party to a civil proceeding in either case of the type specified in Items 2(d) or (e) of Schedule 13D.

(f) Sentinel is a Cayman Islands exempted company. Mr. Dean is a New Zealand citizen. Mr. Watler is a Cayman Islands citizen.

 

Item 3.

Source and Amount of Funds

As of August 30, 2017, the Reporting Persons had invested approximately $1,982,940.10 (inclusive of brokerage commissions) in the securities of the Issuer. The source of these funds was the working capital of Sentinel.

 

Item 4.

Purpose of the Transaction

Andrew Dean and Christopher Watler are directors of Sentinel. The Shares were acquired by the Reporting Persons in a private market transaction for the benefit of Sentinel.

The Reporting Persons acquired the Shares of the Issuer based on the belief that such securities, when acquired, represented an attractive investment opportunity. The Reporting Persons continuously assess the Issuers business, financial condition, results of operations and prospects, general economic conditions, other developments and additional investment opportunities. The Reporting Persons may acquire additional Shares on the open market. However, the timing and amount of such acquisitions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition, results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons may deem material to their investment decision. Notwithstanding the foregoing, the Reporting Persons may decide not to make additional acquisitions or may seek to sell Shares depending on general economic and/or market conditions.

The purpose of the acquisition of the Shares of the Issuer was for investment, and the acquisition of the Shares of the Issuer was made in the ordinary course of business and was not made for the purpose of acquiring control of the Issuer.

Also, consistent with the investment purpose, the Reporting Persons may engage in communications with one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer and/or one or more representatives or regulators of the Issuer regarding the Issuer, including, but not limited to, its operations. The Reporting Persons may discuss ideas that, if effected, may result in any of the following: the acquisition by persons of additional Shares of the Issuer, an extraordinary corporate transaction involving the Issuer and/or changes in the board of directors or management of the Issuer. The acquisition of Shares has been previously reported by the Reporting Persons on a Form 3 filed with the Securities and Exchange Commission.

 

Page 6 of 9

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Except to the extent the foregoing may be deemed a plan or proposal, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of the Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

 

Item 5.

Interest in Securities of the Issuer

(a) As of August 30, 2017, (i) Sentinel may be deemed to beneficially own 96,399.616 Shares, which represents approximately 26.8% of the outstanding Shares; (ii) Andrew Dean, in his capacity as director of Sentinel, may be deemed to beneficially own 96,399.616 Shares, which represents approximately 26.8% of the outstanding Shares; and (iii) Christopher Watler, in his capacity as director of Sentinel, may be deemed to beneficially own 96,399.616 Shares, which represents approximately 26.8% of the outstanding Shares.

(b)

 

Name of Reporting Person		Sole Voting Power				Shared Voting Power				Sole Dispositive Power				Shared Dispositive Power
Sentinel Resources, Ltd.1			96,399.616				0				96,399.616				0
Andrew Dean2			0				96,399.616				0				96,399.616
Christopher Watler3			0				96,399.616				0				96,399.616

(c) Annex A attached hereto lists all transactions in the Shares during the past sixty (60) days by the Reporting Persons. The transactions in the Shares were effected in the open market.

(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.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The responses to Item 4 are incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

 

1	These Shares are held directly by Sentinel. Mr. Dean and Mr. Watler are directors of Sentinel, and may be deemed to be indirect beneficial owners of the Shares held by Sentinel. Mr. Dean and Mr. Watler disclaim beneficial ownership of such Shares.

2	Includes Shares that Mr. Dean may be deemed to beneficially own as director of Sentinel. Mr. Dean disclaims beneficial ownership of such Shares.

3	Includes Shares that Mr. Watler may be deemed to beneficially own as director of Sentinel. Mr. Watler disclaims beneficial ownership of such Shares.

 

Page 7 of 9

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Item 7.

Material to be Filed as Exhibits

 

Exhibit 99.1		Joint Filing Agreement by and among the Reporting Persons.

 

Page 8 of 9

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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 31, 2017

 

 

Page 9 of 9

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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 30, 2017.

 

Date

Effected By

Transaction

Quantity

Price

8/11/2017

Sentinel

Private Acquisition

96,399.616

$

20.57