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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HIGHLAND CAPITAL MANAGEMENT LP 13455 NOEL ROAD, SUITE 800 DALLAS, TX 75240 |
Investment Adviser | |||
DONDERO JAMES D 13455 NOEL ROAD, SUITE 800 DALLAS, TX 75240 |
Affiliated Person of IA |
/s/ James D. Dondero | 06/16/2009 | |
**Signature of Reporting Person | Date | |
James D. Dondero | 06/16/2009 | |
**Signature of Reporting Person | Date |
* | 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) | Received in exchange for 864,988.17 shares of Highland Distressed Opportunities, Inc. ("HCD") common stock in connection with merger of HCD into the Issuer (the "Merger") pursuant that certain Agreement and Plan of Merger and Liquidation, dated as of April 29, 2009, by and among the Issuer, HCD and HCF Acquisition LLC. On the effective date of the Merger, the net asset value of HCD's common stock was $2.90 and the net asset value of HCF's stock was $6.28. |
(2) | Includes shares acquired since the last filing under a dividend reinvestment plan maintained by a broker and available to all of its customers. Reflects dispositions by the 401(K) Plan and the Retirement Plan of shares of the Issuer in which neither Mr. Dondero nor HCMLP had any pecuniary interest. |
(3) | This statement is filed by and on behalf of each of the following persons (collectively, the "Reporting Persons"): Highland Capital Management, L.P. and James D. Dondero. |
(4) | The amount shown includes shares held by the Highland CDO Opportunity Fund, Ltd. ("CDO") (ii) The Get Good Non-Exempt Trust No. 2 ("Get Good Non-Exempt"), (iii) Highland Capital Management, L.P. ("HCMLP"), (iv) PCMG Trading Partners XXIII, LP ("PCMG"), (v) Highland Equity Focus Fund, L.P. ("HEFF"), (vi) the HCMLP 401(k) Plan and (viii) Highland Capital Management L.P. Retirement Plan and Trust (the "Retirement Plan"), (vii) the Option Plan (viii) Highland Capital Management Services, Inc. ("HCMS"). |
(5) | HCMLP was the investment adviser for HCD, and is the investment adviser for the Issuer. HCMLP maintains the 401(k) Plan and the Retirement Plan for the benefit of its employees. Mr. Dondero is the trustee of Get Good Non-Exempt, the 401(k) Plan and the Retirement Plan, as well as a participant in the 401(k)Plan and Retirement Plan. Each of CDO, HEFF, HCMS, and PCMG are controlled by HCMLP. Each of the Option Plan, the 401(k) Plan and Retirement Plan expressly disclaims beneficial ownership of the securities reported herein. Each of CDO, Get Good Non-Exempt, HCMLP, PCMG, HEFF and Mr. Dondero expressly disclaims beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein. |
Remarks: See Exhibit 99.1 Joint Filer Agreement |