FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
DONDERO JAMES D
  2. Issuer Name and Ticker or Trading Symbol
NexPoint Residential Trust, Inc. [NXRT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President
(Last)
(First)
(Middle)
300 CRESCENT COURT, SUITE 700
3. Date of Earliest Transaction (Month/Day/Year)
02/20/2024
(Street)

DALLAS, TX 75201
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 02/20/2024   M   9,756 A (1) 387,587 D  
Common Stock 02/21/2024   M   8,904 A (1) 396,491 D  
Common Stock               1,922,222 I By trust (2)
Common Stock               153,037 I By NexPoint Advisors, L.P. (3)
Common Stock               373,137 I See Footnote (4)
Common Stock               13,222 I See Footnote (5)
Common Stock               80,705 I See Footnote (6)
Common Stock               35,162.3586 I By 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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) 02/20/2024   M     9,756   (7)   (7) Common Stock 9,756 $ 0 9,757 D  
Restricted Stock Units (1) 02/21/2024   M     8,904   (8)   (8) Common Stock 8,904 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DONDERO JAMES D
300 CRESCENT COURT
SUITE 700
DALLAS, TX 75201
  X   X   President  

Signatures

 /s/ Brian Mitts as attorney-in-fact for James D. Dondero   02/22/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each restricted stock unit represents a contingent right to receive one share of common stock of NexPoint Residential Trust, Inc.
(2) These shares are held by a trust. Mr. Dondero disclaims beneficial ownership of such shares.
(3) 36,822 shares are held by NexPoint Real Estate Strategies Fund, 92,806 shares are held by NexPoint Diversified Real Estate Trust and 23,409 shares are held by NexPoint Capital, Inc. These entities are managed 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 shares held by NP. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(4) 194,932 shares are held by Highland Income Fund and 178,205 shares are held by Highland Global Allocation Fund. These entities are managed by NexPoint Asset Management, L.P., which is ultimately controlled by Mr. Dondero. Mr. Dondero may be deemed to be an indirect beneficial owner of shares held by such entities. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(5) These shares are held through PCMG Trading Partners XXIII, L.P. ("PCMG"). The reporting person may be deemed to be an indirect beneficial owner of the shares held by PCMG. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(6) These shares are held by a subsidiary of the trust referenced in footnote 2 to this Form 4. Mr. Dondero disclaims beneficial ownership of such shares.
(7) On February 20, 2020, the reporting person was granted 48,782 restricted stock units which vested one-fifth on February 20, 2021, one-fifth on February 20, 2022, one-fifth on February 20, 2023, and one-fifth on February 20, 2024 and which will vest one-fifth on February 20, 2025. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.
(8) On February 21, 2019, the reporting person was granted 44,520 restricted stock units which vested one-fifth on February 21, 2020, one-fifth on February 21, 2021, one-fifth on February 21, 2022, one-fifth on February 21, 2023 and one-fifth on February 21, 2024. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

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