SEC FORM 4

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).

1. Name and Address of Reporting Person^*

McGraner Matt

(Last)

(First)

(Middle)

300 CRESCENT COURT, SUITE 700

(Street)

DALLAS

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)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
OP Units⁽¹⁾	⁽²⁾	09/08/2021		J⁽³⁾	V		14,108.35	⁽²⁾	⁽²⁾	Common Stock	14,108.35	$0⁽³⁾	0	I	See Footnote⁽⁴⁾
OP Units⁽¹⁾	⁽²⁾	09/08/2021		J⁽³⁾	V		126,975.17	⁽²⁾	⁽²⁾	Common Stock	126,975.17	$0⁽³⁾	0	I	See Footnote⁽⁴⁾
Class C OP Units⁽¹⁾	⁽²⁾	09/08/2021		J⁽³⁾	V	14,108.35		⁽²⁾	⁽²⁾	Common Stock	14,108.35	$0⁽³⁾	14,108.35	I	See Footnote⁽⁵⁾
Class C OP Units⁽¹⁾	⁽²⁾	09/08/2021		J⁽³⁾	V	126,975.17		⁽²⁾	⁽²⁾	Common Stock	126,975.17	$0⁽³⁾	126,975.17	I	See Footnote⁽⁵⁾

Explanation of Responses:

1. Represents 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").

2. 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.

3. Pursuant to a reclassification exempt under Rule 16b-7 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each OP Unit reported herein was reclassified into a new Class C OP Unit.

4. Prior to the reclassification referred to in footnote 3 hereto, Mr. McGraner transferred 126,975.17 OP Units to another trust for which he serves as trustee.

5. These OP Units are held by trusts for which Mr. McGraner serves as trustee. Mr. McGraner disclaims beneficial ownership of such OP Units except to the extent of his pecuniary interest therein.

Remarks:

Executive VP and Chief Investment Officer

	/s/ Brian Mitts, as attorney-in-fact for Matt McGraner	11/12/2021
	** 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).
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