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Section 1: SC 13G (SC 13G)

SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

 

United Development Funding IV

(Name of Issuer)

Common Shares of Beneficial Interest, $0.01 par value per share

(Title of Class of Securities)

910187103

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

 

 


CUSIP No. 910187103    13G    Page 2 of 10

 

  1    

NAME OF REPORTING PERSONS

 

NexPoint Strategic Opportunities Fund

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

SOLE VOTING POWER

 

1,644,786**

   6   

SHARED VOTING POWER

 

0**

   7   

SOLE DISPOSITIVE POWER

 

1,644,786**

   8   

SHARED DISPOSITIVE POWER

 

0**

  9    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,644,786**

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.4%**

12  

TYPE OF REPORTING PERSON*

 

IV, OO

 

*

SEE INSTRUCTIONS BEFORE FILLING OUT

**

SEE ITEM 4


CUSIP No. 910187103    13G    Page 3 of 10

 

  1    

NAME OF REPORTING PERSONS

 

NexPoint Advisors, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

SOLE VOTING POWER

 

0**

   6   

SHARED VOTING POWER

 

1,699,815**

   7   

SOLE DISPOSITIVE POWER

 

0**

   8   

SHARED DISPOSITIVE POWER

 

1,699,815**

  9    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,699,815**

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.5%**

12  

TYPE OF REPORTING PERSON*

 

IA, PN

 

*

SEE INSTRUCTIONS BEFORE FILLING OUT

**

SEE ITEM 4.


CUSIP No. 910187103    13G    Page 4 of 10

 

  1    

NAME OF REPORTING PERSONS

 

NexPoint Advisors GP, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,699,815**

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,699,815**

  9    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,699,815**

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.5%**

12  

TYPE OF REPORTING PERSON*

 

HC, OO

 

*

SEE INSTRUCTIONS BEFORE FILLING OUT

**

SEE ITEM 4.


CUSIP No. 910187103    13G    Page 5 of 10

 

  1    

NAME OF REPORTING PERSONS

 

James D. Dondero

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

2,062,328**

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

2,062,328**

  9    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,062,328**

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.7%**

12  

TYPE OF REPORTING PERSON*

 

HC, IN

 

*

SEE INSTRUCTIONS BEFORE FILLING OUT

**

SEE ITEM 4.


SCHEDULE 13G

This Schedule 13G (this “Schedule 13G”) is being filed on behalf of NexPoint Strategic Opportunities Fund, a Delaware statutory trust (the “Strategic Fund”), NexPoint Advisors, L.P., a Delaware limited partnership (“NexPoint”), NexPoint Advisors GP, LLC, a Delaware limited liability company (“NexPoint GP”), and James D. Dondero (collectively, the “Reporting Persons”).

James D. Dondero is the President of NexPoint GP. NexPoint GP is the general partner of NexPoint. NexPoint serves as the investment advisor to the Strategic Fund and certain other funds (together with the Strategic Fund, the “Nexpoint Funds”). This Schedule 13G relates to the Common Shares of Beneficial Interest, $0.01 par value per share (the “Common Stock”), of United Development Funding IV, a Maryland real estate investment trust (the “Issuer”), held by (i) the NexPoint Funds and (ii) certain managed accounts ultimately advised by James D. Dondero (together with the NexPoint Funds, the “Funds”).

 

Item 1(a)

Name of Issuer.

United Development Funding IV

 

Item 1(b)

Address of Issuer’s Principal Executive Offices.

1301 Municipal Way

Suite 100

Grapevine, Texas 76051

 

Item 2(a)

Name of Person Filing.

(1) NexPoint Strategic Opportunities Fund

(2) NexPoint Advisors, L.P.

(3) NexPoint Advisors GP, LLC

(4) James D. Dondero

 

Item 2(b)

Address of Principal Business Office, or, if none, Residence.

For all Filers:

300 Crescent Court, Suite 700

Dallas, Texas 75201

 

Item 2(c)

Citizenship or Place of Organization.

(1) NexPoint Strategic Opportunities Fund is a Delaware statutory trust

(2) NexPoint Advisors, L.P. is a Delaware limited partnership

(3) NexPoint Advisors GP, LLC is a Delaware limited liability company

(4) James D. Dondero is a United States citizen

 

Item 2(d)

Title of Class of Securities.

Common Shares of Beneficial Interest, $0.01 par value per share

 

6


Item 2(e)

CUSIP Number.

910187103

 

Item 3

Reporting Person.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

 

(a)       Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)       Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)       Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)       Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)       An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
(f)       An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g)       A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(h)       A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i)       A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j)       Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4

Ownership.

 

  (a)

The Strategic Fund may be deemed the beneficial owner of 1,644,786 shares of Common Stock that it holds directly.

 

      

As the investment advisor of the NexPoint Funds, NexPoint and NexPoint GP, as the general partner of NexPoint, may be deemed the beneficial owners of the 1,699,815 shares of Common Stock held by the NexPoint Funds.

 

7


      

Mr. Dondero may be deemed the beneficial owner of the 2,062,328 shares of Common Stock held by the Funds.

 

  (b)

The Strategic Fund may be deemed the beneficial owner of 5.4% of the outstanding Common Stock. This percentage was determined by dividing 1,644,786, the number of shares of Common Stock held directly by the Strategic Fund, by 30,672,626, which is the number of shares of Common Stock outstanding as of November 4, 2015 according to the Issuer’s Quarterly Report on Form 10-Q filed with the Securities Exchange Commission on November 9, 2015.

 

      

NexPoint and NexPoint GP may be deemed the beneficial owner of 5.5% of the outstanding Common Stock. This percentage was determined by dividing 1,699,815, the number of shares of Common Stock held directly by the NexPoint Funds, by 30,672,626, which is the number of shares of Common Stock outstanding as of November 4, 2015 according to the Issuer’s Quarterly Report on Form 10-Q filed with the Securities Exchange Commission on November 9, 2015.

 

      

Mr. Dondero may be deemed the beneficial owner of 6.7% of the outstanding Common Stock. This percentage was determined by dividing 2,062,328, the number of shares of Common Stock held directly by the Funds, by 30,672,626, which is the number of shares of Common Stock outstanding as of November 4, 2015 according to the Issuer’s Quarterly Report on Form 10-Q filed with the Securities Exchange Commission on November 9, 2015.

 

  (c)

The Strategic Fund has the sole power to vote and dispose of the 1,644,786 shares of Common Stock that it holds directly.

 

      

NexPoint and NexPoint GP have the shared power to vote and dispose of the 1,699,815 shares of Common Stock held by the NexPoint Funds.

 

      

Mr. Dondero has the the shared power to vote and dispose of the 2,062,328 shares of Common Stock held by the Funds.

 

Item 5

Ownership of Five Percent or Less of a Class.

Inapplicable.

 

Item 6

Ownership of More Than Five Percent on Behalf of Another Person.

Inapplicable.

 

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Inapplicable.

 

8


Item 8

Identification and Classification of Members of the Group.

Inapplicable.

 

Item 9

Notice of Dissolution of Group.

Inapplicable.

 

Item 10

Certification.

By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Exhibits    Exhibit 99-1
   Joint Filing Agreement, dated February 14, 2019, by and among the Strategic Fund, NexPoint, NexPoint GP and James D. Dondero.

 

9


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2019

 

NEXPOINT STRATEGIC OPPORTUNITIES FUND
By: NexPoint Advisors, L.P., its investment manager
By: NexPoint Advisors GP, LLC, its general partner
       By:  

/s/ Dustin Norris

    Name: Dustin Norris
    Title: Secretary
NEXPOINT ADVISORS, L.P.
By: NexPoint Advisors GP, LLC, its general partner
  By:  

/s/ Dustin Norris

    Name: Dustin Norris
    Title: Secretary
NEXPOINT ADVISORS GP, LLC
  By:  

/s/ Dustin Norris

    Name: Dustin Norris
    Title: Secretary

/s/ James D. Dondero

James D. Dondero

 

10

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Section 2: EX-99.1 (EX-99.1)

EX-99.1

EXHIBIT 99-1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Shares of Beneficial Interest, $0.01 par value per share, of United Development Funding IV, a Maryland real estate investment trust, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

[Signature Page Follows]


IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 14, 2019.

 

NEXPOINT STRATEGIC OPPORTUNITIES FUND
By: NexPoint Advisors, L.P., its investment manager
By: NexPoint Advisors GP, LLC, its general partner
       By:  

/s/ Dustin Norris

    Name: Dustin Norris
    Title: Secretary
NEXPOINT ADVISORS, L.P.
By: NexPoint Advisors GP, LLC, its general partner
  By:  

/s/ Dustin Norris

    Name: Dustin Norris
    Title: Secretary
NEXPOINT ADVISORS GP, LLC
  By:  

/s/ Dustin Norris

    Name: Dustin Norris
    Title: Secretary

/s/ James D. Dondero

James D. Dondero

Joint Filing Agreement

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