| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NextDecade Corp. [ NEXT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/09/2018 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, $ 0.0001 par value | 08/09/2018 | A | 5,075(1) | A | (1) | 4,179,590(2) | D | |||
| Common Stock, $ 0.0001 par value | 08/09/2018 | A | 14,439(1) | A | (1) | 11,891,915(3) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Convertible Preferred Stock | $7.5(4) | 08/09/2018 | A | 905(5) | (6) | 08/09/2028 | Common Stock, $ 0.0001 par value | 120,667(5) | $1,000(5) | 905 | D | ||||
| Series A Convertible Preferred Stock | $7.5(4) | 08/09/2018 | A | 2,572(7) | (6) | 08/09/2028 | Common Stock, $ 0.0001 par value | 342,933(7) | $1,000(7) | 2,572 | D | ||||
| Warrants | $0.01(8) | 08/09/2018 | A | 13,779 | (9) | 08/09/2021 | Common Stock, $ 0.0001 par value | 13,779(10) | (10) | 13,779 | D | ||||
| Warrants | $0.01(8) | 08/09/2018 | A | 39,205 | (9) | 08/09/2021 | Common Stock, $ 0.0001 par value | 39,205(10) | (10) | 39,205 | D | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. See Exhibit 99.1 for text of footnote (1). |
| 2. See Exhibit 99.1 for text of footnote (2). |
| 3. See Exhibit 99.1 for text of footnote (3). |
| 4. See Exhibit 99.1 for text of footnote (4). |
| 5. See Exhibit 99.1 for text of footnote (5). |
| 6. See Exhibit 99.1 for text of footnote (6). |
| 7. See Exhibit 99.1 for text of footnote (7). |
| 8. See Exhibit 99.1 for text of footnote (8). |
| 9. See Exhibit 99.1 for text of footnote (9). |
| 10. See Exhibit 99.1 for text of footnote (10). |
| Remarks: |
| Exhibit 99.1 and Exhibit 99.2 (Joint Filer Information) are incorporated herein by reference. This Form 4 is filed by Designated Filer Valinor Management LP. |
| Valinor Management, L.P. By: /s/ David Angstreich | 08/13/2018 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
Exhibit 99.1
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Name and Address of Reporting Person:
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Valinor Management, L.P.
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510 Madison Avenue, 25th Floor
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New York, NY 10022
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction to be Reported
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(Month/Day/Year):
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August 9, 2018
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Footnotes to Form 4
(1) Represents the number of shares paid by the Issuer as the drawdown fee pursuant to that certain Backstop Agreement, dated April 11, 2018, as
amended on August 3, 2018, by and between the Issuer and Valinor Management, L.P. (“Valinor Management”) filed by Valinor Management as Exhibit 3 to Amendment No. 4 to Schedule 13D on August 13, 2018 (the “Backstop Agreement”) and the Issuer
entered into in connection with a private offering by the Issuer of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) and warrants.
(2) Represents 4,179,590 shares directly held by Valinor Capital Partners, L.P. (“Valinor Capital”) (including 342,892 shares issuable pursuant to
that certain Agreement and Plan of Merger, dated April 17, 2017, by and among Harmony Merger Corporation, Harmony Merger Sub, LLC, NextDecade, LLC and certain members of NextDecade, LLC and entities affiliated with such members (the “Merger
Agreement”) upon the satisfaction of certain milestones). Valinor Management serves as investment manager to Valinor Capital. David Gallo is the Founder, Managing Partner, and Portfolio Manager of Valinor Management and is the managing member of
Valinor Associates, LLC (“Associates”), which serves as general partner to Valinor Capital. Each of Valinor Management, Associates and David Gallo may be deemed to beneficially own the securities held by Valinor Capital and each of Valinor
Management, Associates and David Gallo disclaims beneficial ownership of the reported securities, except to the extent of its or his pecuniary interest.
(3) Represents 11,891,915 shares directly held by Capital Partners Offshore Master (including 975,608 shares issuable pursuant to the Merger
Agreement upon the satisfaction of certain milestones). Valinor Management serves as investment manager to Capital Partners Offshore Master. David Gallo is the Founder, Managing Partner, and Portfolio Manager of Valinor Management and is the
managing member of Associates, which serves as general partner to Capital Partners Offshore Master. Each of Valinor Management, Associates, and David Gallo may be deemed to beneficially own the securities held by Capital Partners Offshore Master
and each of Valinor Management, Associates and David Gallo disclaims beneficial ownership of the reported securities, except to the extent of its or his pecuniary interest.
(4) Subject to certain adjustments as specified in the Certificate of Designations, filed by Valinor Management as Exhibit 4 to Amendment No. 4 to
Schedule 13D on August 13, 2018 (the “Certificate of Designations”).
(5) Represents 887 shares of Series A Preferred Stock purchased for $1,000 per share and 18 shares of Series A Preferred Stock paid as the origination
fee, in each case pursuant to the Series A Convertible Preferred Stock Purchase Agreement, dated August 3, 2018, filed by Valinor Management as Exhibit 6 to Amendment No. 4 to Schedule 13D on August 13, 2018 (the “Purchase Agreement”), which are
together convertible initially into 120,667 shares of Common Stock subject to adjustments, including for dividends, as specified in the Certificate of Designations.
(6) The Issuer has the option to convert all, but not less than all shares of Series A Preferred Stock into shares of Common Stock at a conversion
price of $7.50 per share, subject to adjustments, on any date on which the volume weighted average trading price of Common Stock for each trading day during any 60 of the prior 90 trading days is equal to or greater than 175% of $7.50 per shares,
subject to adjustments and certain terms and conditions, pursuant to the Certificate of Designations. The Issuer must convert all shares of Series A Preferred Stock into shares of Common Stock at a conversion price of $7.50 on the earlier of (i)
10 business days following a FID Event (as defined in the Certificate of Designations) and (ii) August 9, 2028, in each case, subject to adjustments as specified in the Certificate of Designations.
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(8) Subject to certain adjustments as specified in the Warrant Agreement, dated August 9, 2018, by and between Valinor Management and the Issuer, filed
by Valinor Management as Exhibit 5 to Amendment No. 4 to Schedule 13D on August 13, 2018 (the “Warrant Agreement”).
(9) Exercisable by holder before on August 9, 2021. Prior to such date, the Issuer can force mandatory exercise if the volume weighted average trading
price of shares of Common Stock for each trading day during any 60 of the 90 prior trading days is equal to or greater than 175% of $7.50 per share of Common Stock, subject to adjustments as specified in the Warrant Agreement.
(10) Represents warrants issued with the shares of Series A Preferred Stock for no additional consideration, pursuant to the Warrant Agreement and in
connection with the Backstop Agreement, which are exercisable initially into an equal number of shares of Common Stock, subject to adjustments as specified in the Warrant Agreement.
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Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Valinor Capital Partners Offshore Master Fund, L.P.
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Address of Joint Filer:
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c/o Valinor Management, L.P.
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510 Madison Avenue, 25th Floor
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New York, NY 10022
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Relationship of Joint Filer to Issuer:
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10% Owner; Director
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction to be Reported
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(Month/Day/Year):
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August 9, 2018
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Designated Filer:
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Valinor Management, L.P.
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Signature:
Valinor Capital Partners Offshore Master Fund, L.P.
| /s/ David Angstreich | |||
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Name:
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David Angstreich | ||
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Title:
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Chief Operating Officer | ||
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August 13, 2018
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Date
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Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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David Gallo
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Address of Joint Filer:
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c/o Valinor Management, L.P.
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510 Madison Avenue, 25th Floor
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New York, NY 10022
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Relationship of Joint Filer to Issuer:
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Director; 10% Owner
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction to be Reported
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(Month/Day/Year):
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August 9, 2018
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Designated Filer:
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Valinor Management, L.P.
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Signature:
| /s/ David Gallo | |||
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Name:
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David Gallo
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August 13, 2018
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Date
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Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Valinor Associates, LLC
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Address of Joint Filer:
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510 Madison Avenue, 25th Floor
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New York, NY 10022
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Relationship of Joint Filer to Issuer:
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10% Owner; Director
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction to be Reported
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(Month/Day/Year):
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August 9, 2018
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Designated Filer:
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Valinor Management, L.P.
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Signature:
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Valinor Associates, LLC
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| /s/ David Angstreich | |||
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Name:
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David Angstreich
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Title:
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Chief Operating Officer
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August 13, 2018
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Date
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Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Valinor Management, L.P.
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Address of Joint Filer:
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c/o Valinor Management, L.P.
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510 Madison Avenue, 25th Floor
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New York, NY 10022
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Relationship of Joint Filer to Issuer:
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10% Owner; Director
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction to be Reported:
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August 9, 2018
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Designated Filer:
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Valinor Management, L.P.
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Signature:
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Valinor Management, L.P.
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| /s/ David Angstreich | |||
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Name:
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David Angstreich
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Title:
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Chief Operating Officer
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August 13, 2018
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Date
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Page 4 of 5
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Valinor Capital Partners, L.P.
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Address of Joint Filer:
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510 Madison Avenue, 25th Floor
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New York, NY 10022
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Event Requiring
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Statement (Month/Day/Year):
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August 9, 2018
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Designated Filer:
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Valinor Management, L.P.
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Signature:
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Valinor Capital Partners, L.P.
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| /s/ David Angstreich | |||
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Name:
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David Angstreich
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Title:
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Chief Operating Officer
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August 13, 2018
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Date
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