Page 22 of 33 – SEC Filing
| CUSIP NO. 749227609 | 13D | Page 22 of 33 Pages |
SCHEDULE 13D
This Amendment No. 6 (this Amendment) is being filed on behalf of Highland Global Allocation Fund, a series of Highland Funds
II, a Massachusetts business trust (the Global Fund), Highland Small-Cap Equity Fund, a series of Highland Funds II, a Massachusetts business trust (the
Small-Cap Fund), Highland Capital Management Fund Advisors, L.P., a Delaware limited partnership (Highland Fund Advisors), Strand Advisors XVI, Inc., a Delaware corporation
(Strand XVI), NexPoint Real Estate Strategies Fund, a Delaware statutory trust (NRESF), NexPoint Advisors, L.P., a Delaware limited partnership (NexPoint Advisors), NexPoint Advisors GP, LLC, a Delaware limited
liability company (NexPoint Advisors GP), Highland Select Equity Master Fund, L.P., a Bermuda limited partnership (Select Fund), Highland Select Equity Fund GP, L.P., a Delaware limited partnership (Select GP),
Highland Select Equity GP, LLC, a Delaware limited liability company (Select LLC), Highland Capital Management, L.P., a Delaware limited partnership (Highland Capital), Strand Advisors, Inc., a Delaware corporation
(Strand), NexPoint Real Estate Advisors, L.P., a Delaware limited partnership (NRE Advisors), NexPoint Real Estate Advisors GP, LLC, a Delaware limited liability company (NRE Advisors GP), James D. Dondero, Matt
McGraner, Nancy Jo Kuenstner, John M. Pons, Andrew C. Richardson and Edward S. Friedman (collectively, the Reporting Persons), and amends the Schedule 13D originally filed on October 7, 2016, as amended by Amendment No. 1 to
the Statement on Schedule 13D filed on November 10, 2016, Amendment No. 2 to the Statement on Schedule 13D filed on December 5, 2016, Amendment No. 3 to the Statement on Schedule 13D filed on December 22, 2016, Amendment
No. 4 to the Statement on Schedule 13D filed on February 8, 2017, and Amendment No. 5 to the Statement on Schedule 13D filed on February 24, 2017 (as so amended, the Statement). The principal executive offices of the
Issuer are located at Two Logan Square, 100 N. 18th Street, 23rd Floor, Philadelphia, Pennsylvania 19103.
This Amendment No. 6 to Schedule 13D amends and supplements the Statement as follows. Except as provided herein, this Amendment
No. 6 does not modify any of the information previously reported on such Statement, including any amendment thereto.
| Item 2. | Identity and Background. |
Item 2 is hereby amended to add the following:
In connection with the execution of the Cooperation Agreement (as defined in Item 4 below) by the Investor Group (as defined in Item 4 below),
the Reporting Persons will no longer all be members of a Section 13(d) group and NRE Advisors, NRE Advisors GP, Ms. Kuenstner, Mr. Pons, Mr. Richardson and Mr. Friedman will cease to be Reporting Persons immediately after the
filing of this Amendment No. 6. The remaining Reporting Persons will continue filing reports as a group with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law and expect to continue
filing reports on Schedule 13G rather than Schedule 13D as they no longer hold securities of the Issuer for the purpose of, or with the effect of, changing or influencing the control of the Issuer, or in connection with or as a participant in any
transaction having that purpose or effect.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On May 25, 2017, the Global Fund, Small-Cap Fund, Highland Fund Advisors, Strand XVI, NRESF,
NexPoint Advisors, NexPoint Advisors GP, Select Fund, Select GP, Select LLC, Highland Capital, Strand, HCRE Partners, LLC, NRE Advisors, NRE Advisors GP and Messrs. Dondero, McGraner and Friedman (each, individually, an Investor and
collectively, the Investor Group) entered into an agreement with the Issuer (the Cooperation Agreement).
Pursuant
to the Cooperation Agreement, the Investor Group has agreed to terminate its pending proxy contest against the Issuer and withdraw the notice of nomination submitted by the Select Fund proposing to seek the election of five candidates to the
Issuers Board of Trustees (the Board) at the Issuers 2017 Annual Meeting of Shareholders (the 2017 Annual Meeting).
Pursuant to the Cooperation Agreement, the Issuer has agreed that (i) following the certification of the vote of the Issuers
shareholders at the 2017 Annual Meeting, but no later than forty-five (45) calendar days from the date of execution of the Cooperation Agreement, the Board shall appoint either Nancy Jo Kuenstner or Andrew C. Richardson to its membership (the
New Trustee) to serve on the Board until the 2018 Annual Meeting of Shareholders (the 2018 Annual Meeting), (ii) within one hundred twenty (120) calendar days from the execution of the Cooperation Agreement, the Board
shall appoint a new trustee (the Second New Trustee) who shall not be an Affiliate or Associate (as such terms are defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended) of the
