UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
 
NextDecade Corporation
(Name of Issuer)

Common Stock, par value $0.0001 per share
(Title of class of securities)

65342K105
(CUSIP number)

Bardin Hill Investment Partners LP
299 Park Avenue, 24th Floor
New York, New York 10022
212-303-9400
 
With copies to:
Kaitlin Descovich
Weil, Gotshal & Manges LLP
2000 M Street NW
Washington, DC 20026
Telephone: (202) 682-7000
(Name, address and telephone number of person authorized to receive notices and communications)

October 4, 2023
(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.
 

 
Schedule 13D
 
CUSIP No. 65342K105 
   
1
NAMES OF REPORTING PERSONS
 
 
Halcyon Mount Bonnell Fund LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 (see Item 5)
 
 
 
 
8
SHARED VOTING POWER
 
 
0 (see Item 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 (see Item 5)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0 (see Item 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0 (see Item 5)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0% (see Item 5)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

2

 
Schedule 13D
 
CUSIP No. 65342K105 
   
1
NAMES OF REPORTING PERSONS
 
 
HCN LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
6,200,723 (see Item 5)
 
 
 
 
8
SHARED VOTING POWER
 
 
0 (see Item 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
6,200,723 (see Item 5)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0 (see Item 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
6,200,723 (see Item 5)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
2.57% (see Item 5)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

3

 
Schedule 13D
 
CUSIP No. 65342K105 
   
1
NAMES OF REPORTING PERSONS
 
 
HCN GP LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 (see Item 5)
 
 
 
 
8
SHARED VOTING POWER
 
 
6,200,723 (see Item 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 (see Item 5)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
6,200,723 (see Item 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
6,200,723 (see Item 5)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
2.57% (see Item 5)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
*Includes Shares owned by HCN LP.
4

 
Schedule 13D
 
CUSIP No. 65342K105 
   
1
NAMES OF REPORTING PERSONS
 
 
Halcyon Energy, Power and Infrastructure Capital Holdings LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 (see Item 5)
 
 
 
 
8
SHARED VOTING POWER
 
 
0 (see Item 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 (see Item 5)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0 (see Item 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0 (see Item 5)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0% (see Item 5)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO (see Item 5)
 
 
 
 

5

 
Schedule 13D
 
CUSIP No. 65342K105 
   
1
NAMES OF REPORTING PERSONS
 
 
First Series of HDML Fund I LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
1,538,882 (see Item 5)
 
 
 
 
8
SHARED VOTING POWER
 
 
0 (see Item 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
1,538,882 (see Item 5)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0 (see Item 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,538,882 (see Item 5)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.64% (see Item 5)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

6

 
Schedule 13D
 
CUSIP No. 65342K105 
   
1
NAMES OF REPORTING PERSONS
 
 
Bardin Hill Fund GP LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 (see Item 5)
 
 
 
 
8
SHARED VOTING POWER
 
 
2,384,021* (see Item 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 (see Item 5)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,384,021* (see Item 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,384,021* (see Item 5)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.99%* (see Item 5)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

*Includes shares owned by First Series of HDML Fund I LLC and Bardin Hill Event-Driven Master Fund LP.

7

 
Schedule 13D
 
CUSIP No. 65342K105 
   
1
NAMES OF REPORTING PERSONS
 
 
Bardin Hill Event-Driven Master Fund LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
845,139 (see Item 5)
 
 
 
 
8
SHARED VOTING POWER
 
 
0 (see Item 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
845,139 (see Item 5)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0 (see Item 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
845,139 (see Item 5)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.35% (see Item 5)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

8

 
Schedule 13D
 
CUSIP No. 65342K105 
   
1
NAMES OF REPORTING PERSONS
 
 
Avinash Kripalani
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 (see Item 5)
 
 
 
 
8
SHARED VOTING POWER
 
 
8,584,744* (see Item 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 (see Item 5)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
8,584,744* (see Item 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
8,584,744* (see Item 5)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
3.55%* (see Item 5)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

*Includes shares owned by HCN LP, First Series of HDML Fund I LLC and Bardin Hill Event-Driven Master Fund LP.

9

 
Schedule 13D
 
CUSIP No. 65342K105 
   
1
NAMES OF REPORTING PERSONS
 
 
Jason Dillow
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 (see Item 5)
 
 
 
 
8
SHARED VOTING POWER
 
 
8,584,744* (see Item 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 (see Item 5)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
8,584,744* (see Item 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
8,584,744* (see Item 5)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
3.55%* (see Item 5)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

*Includes shares owned by HCN LP, First Series of HDML Fund I LLC and Bardin Hill Event-Driven Master Fund LP.

10

 
Schedule 13D
 
CUSIP No. 65342K105 
   
1
NAMES OF REPORTING PERSONS
 
 
John Greene
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 (see Item 5)
 
 
 
 
8
SHARED VOTING POWER
 
 
8,584,744* (see Item 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 (see Item 5)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
8,584,744* (see Item 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
8,584,744* (see Item 5)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
3.55%* (see Item 5)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

*Includes shares owned by HCN LP, First Series of HDML Fund I LLC and Bardin Hill Event-Driven Master Fund LP.

11

 
Schedule 13D
 
CUSIP No. 65342K105 
   
1
NAMES OF REPORTING PERSONS
 
 
Pratik Desai
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 (see Item 5)
 
 
 
 
8
SHARED VOTING POWER
 
 
8,584,744* (see Item 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 (see Item 5)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
8,584,744* (see Item 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
8,584,744* (see Item 5)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
3.55%* (see Item 5)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

*Includes shares owned by HCN LP, First Series of HDML Fund I LLC and Bardin Hill Event-Driven Master Fund LP.

12

 
Schedule 13D
 
CUSIP No. 65342K105 
   
1
NAMES OF REPORTING PERSONS
 
 
Bardin Hill Investment Partners LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 (see Item 5)
 
 
 
 
8
SHARED VOTING POWER
 
 
8,584,744* (see Item 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 (see Item 5)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
8,584,744* (see Item 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
8,584,744* (see Item 5)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
3.55%* (see Item 5)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

*Includes shares owned by HCN LP, First Series of HDML Fund I LLC and Bardin Hill Event-Driven Master Fund LP.

13

This Amendment No. 13 (“Amendment No. 13”) amends the Schedule 13D originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 3, 2017 (as amended, the “Statement”), and is filed by the Reporting Persons with respect to the common stock, $0.0001 par value per share (“Shares”) of NextDecade Corporation (the “Issuer”).  Capitalized terms used herein but not defined shall have the meaning given to them in the Statement.
 
Item 4.
Purpose of Transaction.
 
Item 4 is amended and supplemented as follows:
 
On October 4, 2023, HEPI and Mount Bonnell each made a distribution in kind, on a pro rata basis, for no additional consideration of all of the remaining Shares held by them to certain of their investors pursuant to their respective governance documents (the "Distributions") following the sale by HEPI of 1,305,943 Shares in the aggregate and by Mount Bonnell of 96,311 Shares in the aggregate in open market trades on such dates and prices as set forth in Annex A attached hereto. Pursuant to the Distributions, certain shares that were previously indirectly beneficially owned by Master Fund, became directly held by Master Fund.
 
Item 5.
Interests in the Securities of the Issuer.
 
Item 5 is amended and restated as follows:
 
The responses set forth on rows 7 through 13 of the cover pages of this Amendment No. 13 are incorporated by reference in this Item 5.  The beneficial ownership information that follows in this Item 5 is as of October 4, 2023.
 
(a) and (b)
 
As of October 4, 2023, the Reporting Persons beneficially own, in the aggregate, 8,584,744 Shares, comprised of 8,492,799 Shares and 91,945 Shares issuable upon the exercise of Series C Warrants, which together represent approximately 3.55% of the Issuer’s outstanding Shares (based on (i) 241,428,210 outstanding Shares as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 14, 2023 ("Form 10-Q"), plus (ii) the number of Shares issuable to the Reporting Persons upon the exercise of the Series C Warrants).
 
As of the date hereof: Mount Bonnell directly owns 0 Shares; HDML directly beneficially owns 1,538,882 Shares, which represents approximately 0.64% of the Issuer’s outstanding Shares (based on 241,428,210 outstanding Shares as set forth in the Issuer’s Form 10-Q; HCN directly beneficially owns 6,200,723 Shares, comprised of 6,117,325 Shares and 83,398 Shares issuable upon the exercise of Series C Warrants, which together represent approximately 2.57% of the Issuer’s outstanding Shares (based on 241,428,210 outstanding as set forth in the Issuer’s Form 10-Q, plus the number of Shares issuable upon the exercise of the Series C Warrants held by HCN); HEPI directly owns 0 Shares; and Bardin Hill Master Fund directly owns 845,139 Shares, comprised of  836,592 Shares and 8,547 Shares issuable upon the exercise of Series C Warrants, which together represent approximately 0.35% of the Issuer’s outstanding Shares (based on 241,428,210 outstanding Shares as set forth in the Issuer’s Form 10-Q, plus the number of Shares issuable upon the exercise of the Series C Warrants held by Bardin Hill Master Fund).
 
Bardin Hill GP is the general partner of Mount Bonnell and Bardin Hill Master Fund and the investment member of HDML. HCN GP is the general partner of HCN. Bardin Hill Partners is the investment manager for each of Mount Bonnell, Bardin Hill Master Fund, HCN, HEPI and HDML.  Investment decisions of Bardin Hill Partners are made by a three-person committee, including Jason Dillow, John Greene and Pratik Desai, each of whom has individual decision-making authority. Jason Dillow is CEO of Bardin Hill Partner. Avinash Kripalani is a Partner at Bardin Hill Partners.
 
14

The aggregate number and percentage of the Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D.
 
(c) Since September 26, 2023 and through and including October 4, 2023, the Reporting Persons effected transactions in Shares as detailed in Annex A to this Amendment No. 13, which is incorporated herein by reference.
 
(d) To the knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported on this Amendment No. 13.
 
(e) Following the transactions reported in this Amendment No. 13, the Reporting Persons ceased to be the beneficial owners of more than 5% of Shares.
 
Item 7.
Material to Be Filed as Exhibits
 
32* – Joint Filer Agreement
 
* Filed herewith
 
15

SIGNATURES
 
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.

Dated:  October 6, 2023
Halcyon Mount Bonnell Fund LP
   

By: Bardin Hill Investment Partners LP, its Manager

 
/s/ Suzanne McDermott
 
/s/ John Freese
 
 
Name: Suzanne McDermott
Name: John Freese
 
Title: Chief Compliance Officer
Title: General Counsel

 
Date
October 6, 2023
Date
October 6, 2023

 
Bardin Hill Fund GP LLC
     
 
/s/ Suzanne McDermott
  /s/ John Freese  
 
Name: Suzanne McDermott
Name: John Freese
 
Title: Chief Compliance Officer
Title: General Counsel

 
Date
October 6, 2023
Date
October 6, 2023

 
HCN LP
 
By: Bardin Hill Investment Partners LP, its Manager
     
 
/s/ Suzanne McDermott
  /s/ John Freese  
 
Name: Suzanne McDermott
Name: John Freese
 
Title: Chief Compliance Officer
Title: General Counsel

 
Date
October 6, 2023
Date
October 6, 2023

 
HCN GP LLC
 
     
 
/s/ Suzanne McDermott
  /s/ John Freese  
 
Name: Suzanne McDermott
Name: John Freese
 
Title: Chief Compliance Officer
Title: General Counsel

 
Date
October 6, 2023
Date
October 6, 2023

16

 
Halcyon Energy, Power and Infrastructure Capital Holdings LLC
 
By: Bardin Hill Investment Partners LP, its Manager
     
 
/s/ Suzanne McDermott
  /s/ John Freese  
 
Name: Suzanne McDermott
Name: John Freese
 
Title: Chief Compliance Officer
Title: General Counsel

 
Date
October 6, 2023
Date
October 6, 2023

 
First Series of HDML Fund I LLC
 
By: Bardin Hill Investment Partners LP, its Manager
     
 
/s/ Suzanne McDermott
  /s/ John Freese  
 
Name: Suzanne McDermott
Name: John Freese
 
Title: Chief Compliance Officer
Title: General Counsel

 
Date
October 6, 2023
Date
October 6, 2023

 
Bardin Hill Event-Driven Master Fund LP
 
By: Bardin Hill Fund GP LLC, its General Partner
     
 
/s/ Suzanne McDermott
  /s/ John Freese  
 
Name: Suzanne McDermott
Name: John Freese
 
Title: Chief Compliance Officer
Title: General Counsel

 
Date
October 6, 2023
Date
October 6, 2023

 
Bardin Hill Investment Partners LP
     
 
/s/ Suzanne McDermott
  /s/ John Freese  
 
Name: Suzanne McDermott
Name: John Freese
 
Title: Chief Compliance Officer
Title: General Counsel

 
Date
October 6, 2023
Date
October 6, 2023

 
/s/ Avinash Kripalani
 
 
Name: Avinash Kripalani

 
Date
October 6, 2023

 
/s/ Jason Dillow
 
 
Name: Jason Dillow

 
Date
October 6, 2023

17

 
/s/ Kevah Konner
 
 
Name: Kevah Konner

 
Date
October 6, 2023

 
/s/ John Greene
 
 
Name: John Greene

 
Date
October 6, 2023

 
/s/ Pratik Desai
 
 
Name: Pratik Desai

 
Date
October 6, 2023

18

Annex A

Transactions

The following table sets forth all transactions in Shares by the Reporting Persons since September 26, 2023 and through and including October 4, 2023.

Reporting Person
Date of
Transaction
Number of
Securities
Price Per Share
(as applicable)*
Price Range
(inclusive)*
HEPI
09/26/2023
75,190
$5.301
$5.22 to $5.44
Mount Bonnell
09/26/2023
5,545
$5.301
$5.22 to $5.44
HEPI
09/27/2023
419,092
$5.314
$5.22 to $5.40
Mount Bonnell
09/27/2023
30,908
$5.314
$5.22 to $5.40
HEPI
09/28/2023
372,527
$5.208
$5.13 to $5.37
Mount Bonnell
09/28/2023
27,473
$5.208
$5.13 to $5.37
HEPI
09/29/2023
439,134
$5.131
$5.09 to $5.23
Mount Bonnell
09/29/2023
32,385
$5.131
$5.09 to $5.23
HEPI
10/04/2023
435,406
 —  —
Mount Bonnell
10/04/2023
2,544,867
 —  —

* The number of securities reported represents an aggregate number of shares executed by a broker-dealer in multiple open market transactions over a range of prices. The price per Share reported represents the weighted average price of the Shares sold, as applicable. The applicable Reporting Persons undertake to provide, upon request by the SEC staff, the Issuer, or any security holder of the Issuer, information regarding the number of Shares sold at each separate price within the range.


19


EXHIBIT 32

JOINT FILING AGREEMENT

This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of shares of common stock, $0.0001 par value per share, of NextDecade Corporation is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.  This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  The execution and filing of this agreement shall not be construed as an admission that the undersigned are a group, or have agreed to act as a group.

Dated:  October 6, 2023
Halcyon Mount Bonnell Fund LP
   

By: Bardin Hill Investment Partners LP, its Manager

 
/s/ Suzanne McDermott
 
/s/ John Freese
 
 
Name: Suzanne McDermott
Name: John Freese
 
Title: Chief Compliance Officer
Title: General Counsel

 
Date
October 6, 2023
Date
October 6, 2023

 
Bardin Hill Fund GP LLC
 
     
 
/s/ Suzanne McDermott
 
/s/ John Freese
 
 
Name: Suzanne McDermott
Name: John Freese
 
Title: Chief Compliance Officer
Title: General Counsel

 
Date
October 6, 2023
Date
October 6, 2023

 
HCN LP
 
By: Bardin Hill Investment Partners LP, its Manager
     
 
/s/ Suzanne McDermott
 
/s/ John Freese
 
 
Name: Suzanne McDermott
Name: John Freese
 
Title: Chief Compliance Officer
Title: General Counsel

 
Date
October 6, 2023
Date
October 6, 2023

 
HCN GP LLC
 
     
 
/s/ Suzanne McDermott
 
/s/ John Freese
 
 
Name: Suzanne McDermott
Name: John Freese
 
Title: Chief Compliance Officer
Title: General Counsel

 
Date
October 6, 2023
Date
October 6, 2023

1

 
Halcyon Energy, Power and Infrastructure Capital Holdings LLC
 
By: Bardin Hill Investment Partners LP, its Manager
     
 
/s/ Suzanne McDermott
 
/s/ John Freese
 
 
Name: Suzanne McDermott
Name: John Freese
 
Title: Chief Compliance Officer
Title: General Counsel

 
Date
October 6, 2023
Date
October 6, 2023

 
First Series of HDML Fund I LLC
 
By: Bardin Hill Investment Partners LP, its Manager
   
 
 
/s/ Suzanne McDermott
 
/s/ John Freese
 
 
Name: Suzanne McDermott
Name: John Freese
 
Title: Chief Compliance Officer
Title: General Counsel

 
Date
October 6, 2023
Date
October 6, 2023

 
Bardin Hill Event-Driven Master Fund LP
 
By: Bardin Hill Fund GP LLC, its General Partner
     
 
/s/ Suzanne McDermott
 
/s/ John Freese
 
 
Name: Suzanne McDermott
Name: John Freese
 
Title: Chief Compliance Officer
Title: General Counsel

 
Date
October 6, 2023
Date
October 6, 2023

 
Bardin Hill Investment Partners LP
 
     
 
/s/ Suzanne McDermott
 
/s/ John Freese
 
 
Name: Suzanne McDermott
Name: John Freese
 
Title: Chief Compliance Officer
Title: General Counsel

 
Date
October 6, 2023
Date
October 6, 2023

 
/s/ Avinash Kripalani
 
 
Name: Avinash Kripalani

 
Date
October 6, 2023

 
/s/ Jason Dillow
 
 
Name: Jason Dillow

 
Date
October 6, 2023

2

 
/s/ Kevah Konner
 
 
Name: Kevah Konner

 
Date
October 6, 2023

 
/s/ John Greene
 
 
Name: John Greene

 
Date
October 6, 2023

 
/s/ Pratik Desai
 
 
Name: Pratik Desai

 
Date
October 6, 2023


3