UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(d)

OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of ~~Report~~report (Date of earliest event reported): ~~August~~September 411, 2017

~~NexPoint~~NEXPOINT ~~Multifamily~~MULTIFAMILY ~~Capital~~CAPITAL ~~Trust~~TRUST, ~~Inc~~INC.

(Exact Name ofOf Registrant asAs Specified inIn ~~Its~~ Charter)

Maryland	333-200221	46-4106316
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

300 Crescent Court, Suite 700

Suite 700

Dallas, Texas 75201

(Address of ~~principal~~Principal ~~executive~~Executive ~~offices~~Offices) (Zip Code)

Registrant’s telephone number, including area code: (972) 628-4100

~~(Registrant’s~~Check ~~telephone~~the ~~number,~~appropriate ~~including~~box ~~area~~below ~~code~~if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (~~17 CFR~~ §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (~~17 CFR~~ §240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 35.0307. ~~Material~~Submission ~~Modification~~of Matters to ~~Rights~~a Vote of Security Holders.

~~The~~On ~~information~~September 11, ~~set~~2017, ~~forth~~NexPoint inMultifamily Capital ~~Item~~Trust, 8Inc.01 is(the ~~incorporated~~“Company”) held its annual meeting of stockholders (the “Annual Meeting”). All matters submitted for approval by ~~reference~~the ~~into~~Company’s ~~this~~stockholders, ~~Item~~as 3described in the Company’s proxy statement, were approved.03 The number of shares of common stock entitled to vote at the Annual Meeting was 1,130,332, representing the number of Class A shares of common stock outstanding as of August 30, 2017, the record date for the Annual Meeting.

~~Item~~The ~~7.01~~results ~~Regulation~~of FDeach ~~Disclosure.~~matter voted on were as follows:

On1. ~~August 4,~~Election ~~2017, we issued a letter to our stockholders regarding the termination~~ of ~~our distribution reinvestment plan, or the DRIP~~directors. ~~A copy~~The offollowing ~~the~~directors ~~letter~~were toelected ~~stockholders~~for isterms ~~attached~~expiring ~~hereto~~at asthe ~~Exhibit~~2018 ~~99.1~~annual ~~and~~meeting isof ~~incorporated herein by reference.~~ stockholders:

The information in Item 7.01 of this Current Report, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, unless it is specifically incorporated by reference therein.


	Votes For		Votes Withheld		Broker Non-Votes
Brian Mitts		1,092,958		—		—
D. Kirk McAllaster, Jr.		1,092,958		—		—
John M. Pons		1,092,958		—		—

~~Item 8~~96.017% ~~Other~~of ~~Events~~the shares of common stock entitled to vote voted “For” the proposal.

~~Termination~~2. Approval of ~~Distribution~~ ~~Reinvestment~~a ~~Plan~~form of the Company’s articles of amendment and restatement. This proposal was approved.

On July 21, 2017, NexPoint Multifamily Capital Trust, Inc. (the “Company”) filed a post-effective amendment to its registration statement on Form S-11 (SEC File No. 333-200221) to terminate its continuous public offering of shares, including shares issuable pursuant to its distribution reinvestment plan (the “DRIP”) and to deregister all unsold shares. On the same date, the Company filed a registration statement on Form S-11 for an underwritten public offering. As a result of the termination of the DRIP, beginning with the distributions declared by the Company’s board of directors (the “Board”) for the month of July 2017, which are payable in August 2017, and continuing until such time as the Board may approve the resumption of the DRIP, if ever, all distributions declared by the Board will be paid to our stockholders in cash. We will mail checks for these distribution payments to stockholders who formerly participated in the DRIP to the stockholders’ addresses as reflected in our records. The suspension of the DRIP will not affect the payment of distributions to stockholders who previously received their distributions in cash.


Votes For	Votes Against	Abstentions	Broker Non-Votes
1,092,958	—	—	—

~~Forward-Looking~~96.7% ~~Statements~~of the shares of common stock entitled to vote voted “For” the proposal.

~~This~~3. ~~Current Report~~Approval onof ~~Form~~a ~~8-K~~form ~~may contain certain forward-looking statements, including statements with regard to future events or the future performance or operations~~ of the Company.’s ~~Words~~amended ~~such as “believes,” “expects,” “projects”~~ and ~~“future”~~restated oradvisory ~~similar expressions are intended to identify forward-looking statements~~agreement. ~~These~~This ~~forward-looking~~proposal ~~statements~~was ~~are subject to the inherent uncertainties in predicting future results and conditions~~approved. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements, and some of these factors are enumerated in the filings the Company makes with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.


Votes For	Votes Against	Abstentions	Broker Non-Votes
110,448	—	—	—

~~(d) Exhibits~~74.7% of the shares of common stock entitled to vote voted “For” the proposal.

994.1 ~~Letter~~Approval ~~to Stockholders~~ of ~~NexPoint~~a ~~Multifamily~~form ~~Capital~~of ~~Trust,~~the ~~Inc~~2017 LTIP., ~~dated~~This ~~August~~proposal 4,was ~~2017~~approved.

SIGNATURE


Votes For	Votes Against	Abstentions	Broker Non-Votes
1,092,958	—	—	—

~~Pursuant~~96.7% toshares ~~the requirements~~ of ~~the~~common ~~Securities~~stock ~~Exchange~~entitled ~~Act of 1934, as amended, the registrant has duly caused this report~~ to bevote ~~signed~~voted on“For” ~~its behalf by~~ the ~~undersigned~~ ~~hereunto duly authorized~~proposal.

	NexPoint Multifamily Capital Trust, Inc.
Dated: August 7, 2017	By:	/s/ Brian Mitts
	Name:	Brian Mitts
	Title:	Chief Financial Officer, Executive Vice President-Finance, Treasurer and Director

5.	Ratification of appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2017. The appointment was ratified.


Votes For	Votes Against	Abstentions
1,092,958	—	—

96.7% of the shares of common stock entitled to vote voted “For” the proposal.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


NEXPOINT MULTIFAMILY CAPITAL TRUST, INC.



By:		/s/ Brian Mitts
Name:		Brian Mitts
Title:		Chief Financial Officer, Executive
		VP-Finance and Treasurer

Date: September 12, 2017

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