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*
Sauter Dennis Charles Jr
(Last) (First) (Middle)
300 CRESCENT COURT, SUITE 700
(Street)
DALLAS TX 75201
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NexPoint Real Estate Finance, Inc. [ NREF ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
02/21/2024
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)
Code V Amount (A) or (D) Price
Common Stock 02/21/2024 M 2,146 A (1) 16,611 D
Common Stock 02/21/2024 F 848 D $14.26 15,763 D
Common Stock 02/22/2024 M 1,334 A (1) 17,097 D
Common Stock 02/22/2024 F 587 D $13.73 16,510 D
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
Restricted Stock Units (1) 02/21/2024 M 2,146 (2) (2) Common Stock 2,146 $0 4,292 D
Restricted Stock Units (1) 02/22/2024 M 1,334 (3) (3) Common Stock 1,334 $0 1,335 D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of common stock of NexPoint Real Estate Finance, Inc.
2. On February 21, 2022, the reporting person was granted 8,585 restricted stock units. The restricted stock units vested one-fourth on February 21, 2023 and one-fourth on February 21, 2024 and will vest one-fourth on February 21, 2025 and one-fourth on February 21, 2026. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.
3. On February 22, 2021, the reporting person was granted 5,337 restricted stock units. The restricted stock units vested one-fourth on February 22, 2022, one-fourth on February 22, 2023 and one-fourth on February 22, 2024 and will vest one-fourth on February 22, 2025. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.
/s/ Brian Mitts, as attorney-in-fact for Dennis Charles Sauter Jr 02/23/2024
** 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).
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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