| 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 | 9,432(3) | A | (3) | 10,266,553(4) | I | See footnotes(1)(2)(5) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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(6) | 08/09/2018 | A | 1,681(7) | (8) | 08/09/2028 | Common Stock, $ 0.0001 par value | 224,133(9) | $1,000(7) | 1,681 | I | See footnotes(1)(2)(5) | |||
| Warrants | $0.01(10) | 08/09/2018 | A | 25,609(11) | (12) | 08/09/2021 | Common Stock, $ 0.0001 par value | 25,609(13) | (14) | 25,609 | I | See footnotes(1)(2)(5) | |||
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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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). |
| 11. See Exhibit 99.1 for text of footnote (11). |
| 12. See Exhibit 99.1 for text of footnote (12). |
| 13. See Exhibit 99.1 for text of footnote (13). |
| 14. See Exhibit 99.1 for text of footnote (14). |
| Remarks: |
| Exhibit 99.1 (Footnotes) and Exhibit 99.2 (Joint Filer Information) are incorporated herein by reference. This Form 4 is the first of two Forms 4 being filed relating to the same event. The Form 4 has been split into two filings because there are more than ten Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of ten Reporting Persons. This Form 4 is filed by Designated Filer Halcyon Capital Management LP. |
| Halcyon Capital Management LP By: /s/ Suzanne McDermott | 08/13/2018 | |
| By: /s/ John Freese Name: John Freese | 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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Halcyon Capital Management, LP
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477 Madison Avenue, Eighth 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) This statement is being filed by the following Reporting Persons: HCN GP LLC (“HCN GP”), HCN LP (“HCN”), Halcyon Mount Bonnell Fund LP (“Mount
Bonnell”), Halcyon Solutions GP LLC (“HS GP”), Halcyon Solutions Master Fund LP (“HSM”), Halcyon Energy, Power & Infrastructure Capital Holdings LLC (“HEPI”), First Series of HDML Fund I LLC (“HDML”), HDML Asset LLC (“HDML Asset”), Halcyon
Capital Management LP (“Halcyon Capital”), Avinash Kripalani, Jason Dillow, Kevah Konner and John Bader.
(2) HCN GP is the general partner of HCN. HDML Asset is the investment member of HDML and the general partner of Mount Bonnell. HS GP is the
general partner of HSM. Halcyon Capital is the investment manager for each of HEPI, Mount Bonnell, HCN, HDML and HSM. Investment decisions of Halcyon Capital are made by one or more of its portfolio managers, including Jason Dillow and Kevah
Konner, each of whom has individual decision-making authority. John Bader is the CEO of Halcyon Capital. Avinash Kripalani is a Managing Principal at Halcyon Capital and serves on the board of directors of the Issuer as Halcyon’s
representative.
(3) Represents: 881 shares paid to HSM; 5,853 shares paid to HCN; and 2,698 shares paid to HDML, in each case, by the Issuer as the drawdown fee
pursuant to that certain Backstop Agreement, dated April 11, 2018, by and between Halcyon Capital and the Issuer, as amended on August 3, 2018 (the “Backstop Agreement”) (filed by YGA as Exhibit 2 to Amendment No. 4 to Schedule 13D on August 13,
2018), entered into in connection with a private offering by the Issuer of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) and warrants.
(4) Represents 1,897,993 shares directly held by HEPI (including 156,644 shares issuable pursuant to the 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), 4,455,590 shares directly held by HCN (including 365,395 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 2,878,758 shares held directly held by Mount Bonnell (including 237,580
contingent shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 704,801 shares directly held by HDML (including 57,088 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain
milestones), and 329,411 shares directly held by HSM.
(5) Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of its, his or her
pecuniary interest.
(6) Subject to certain adjustments as specified in the Certificate of Designations, filed by Mount Bonnell as Exhibit 3 to Amendment No. 4 to
Schedule 13D on August 13, 2018 (the “Certificate of Designations”).
(7) Represents 157 shares Series A Preferred Stock issued to HSM (comprised of 154 purchased for $1,000 per share and 3 paid as the Origination
Fee), 1,043 shares of Series A Preferred Stock issued to HCN (comprised of 1,023 purchased for $1,000 per share and 20 paid as the Origination Fee) and 481 shares of Series A Preferred Stock issued to HDML (comprised of 471 purchased for $1,000
per share and 10 paid as the Origination Fee), in each case, pursuant to that certain Series A Preferred Convertible Stock Purchase Agreement, by and between Halcyon Capital and the Issuer, dated as of August 3, 2018 filed by Mount Bonnell as
Exhibit 5 to Amendment No. 4 to Schedule 13D on August 13, 2018 (the “Purchase Agreement”), and in connection with the Backstop Agreement,
Page 1 of 2
(8) 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 share,
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, including for dividends, as specified in the Certificate of Designations.
(9) Convertible initially into 224,133 shares of Common Stock, which represents: 20,933 shares issuable to HSM upon conversion, 139,067 shares
issuable to HCN upon conversion, and 64,133 shares issuable to HDML upon conversion, in each case, subject to adjustments as specified in the Certificate of Designations.
(10) Subject to certain adjustments as specified in the Warrant Agreement, by and between YGA and the Issuer, filed by Mount Bonnell as Exhibit 4 to
Amendment No. 4 to Schedule 13D on August 13, 2018 (the “Warrant Agreement”).
(11) Represents 2,392 warrants issued to HSM; 15,890 warrants issued to HCN; and 7,327 warrants issued to HDML, in each case, with the shares of
Series A Preferred Stock pursuant to the Purchase Agreement and in connection with the Backstop Agreement.
(12) 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.
(13) Exercisable initially into an equal number of shares of Common Stock, subject to adjustments as specified in the Warrant Agreement.
(14) The warrants were issued with the Series A Preferred Stock in connection with the Backstop Agreement for no additional consideration.
Page 2 of 2
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Halcyon Capital Management LP
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Address of Joint Filer:
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477 Madison Avenue, 8th Floor
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 Earliest Transaction Required
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to be Reported (Month/Day/Year):
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August 9, 2018
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Designated Filer:
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Halcyon Capital Management LP
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Signature:
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Halcyon Capital Management LP
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| /s/ Suzanne McDermott | ||
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Name:
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Suzanne McDermott | |
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Title:
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Chief Compliance Officer | |
| /s/ John Freese | ||
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Name:
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John Freese | |
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Title:
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Deputy General Counsel | |
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August 13, 2018
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Date
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Page 1 of 13
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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HCN LP
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Address of Joint Filer:
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c/o Halcyon Capital Management LP 477
Madison Avenue, 8th Floor
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 Earliest Transaction Required
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to be Reported (Month/Day/Year):
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August 9, 2018
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Designated Filer: Halcyon Capital Management LP
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Signature:
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HCN LP
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By: Halcyon Capital Management LP, its Manager
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| /s/ Suzanne McDermott | ||
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Name:
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Suzanne McDermott | |
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Title:
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Chief Compliance Officer | |
| /s/ John Freese | ||
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Name:
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John Freese | |
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Title:
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Deputy General Counsel | |
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August 13, 2018
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Date
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Page 2 of 13
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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HCN GP LLC
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Address of Joint Filer:
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c/o Halcyon Capital Management LP
477 Madison Avenue, 8th Floor
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 Earliest Transaction Required
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to be Reported (Month/Day/Year):
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August 9, 2018
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| Designated Filer: Halcyon Capital Management LP |
Signature:
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HCN GP LLC
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| /s/ Suzanne McDermott | ||
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Name:
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Suzanne McDermott | |
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Title:
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Chief Compliance Officer | |
| /s/ John Freese | ||
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Name:
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John Freese | |
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Title:
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Deputy General Counsel | |
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August 13, 2018
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Date
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Page 3 of 13
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Halcyon Mount Bonnell Fund LP
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Address of Joint Filer:
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c/o Halcyon Capital Management LP
477 Madison Avenue, 8th Floor
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 Earliest Transaction Required
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to be Reported (Month/Day/Year):
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August 9, 2018
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Designated Filer:
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Halcyon Capital Management LP
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Signature:
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Halcyon Mount Bonnell Fund LP
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By: Halcyon Capital Management LP, its Manager
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| /s/ Suzanne McDermott | ||
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Name:
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Suzanne McDermott | |
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Title:
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Chief Compliance Officer | |
| /s/ John Freese | ||
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Name:
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John Freese | |
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Title:
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Deputy General Counsel | |
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August 13, 2018
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Date
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Page 4 of 13
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Halcyon Solutions Master Fund LP
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Address of Joint Filer:
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c/o Halcyon Capital Management LP
477 Madison Avenue, 8th Floor
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 Earliest Transaction Required
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to be Reported (Month/Day/Year):
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August 9, 2018
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Designated Filer:
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Halcyon Capital Management LP
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Signature:
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Halcyon Solutions Master Fund LP
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By: Halcyon Capital Management LP, its Manager
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| /s/ Suzanne McDermott | ||
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Name:
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Suzanne McDermott | |
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Title:
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Chief Compliance Officer | |
| /s/ John Freese | ||
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Name:
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John Freese | |
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Title:
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Deputy General Counsel | |
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August 13, 2018
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Date
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Page 5 of 13
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Halcyon Solutions GP LLC
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Address of Joint Filer:
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c/o Halcyon Capital Management LP
477 Madison Avenue, 8th Floor
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 Earliest Transaction Required
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to be Reported (Month/Day/Year):
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August 9, 2018
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Designated Filer:
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Halcyon Capital Management LP |
Signature:
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Halcyon Solutions GP LLC
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| /s/ Suzanne McDermott | ||
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Name:
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Suzanne McDermott | |
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Title:
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Chief Compliance Officer | |
| /s/ John Freese | ||
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Name:
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John Freese | |
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Title:
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Deputy General Counsel |
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August 13, 2018
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Date
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Page 6 of 13
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Halcyon Energy, Power & Infrastructure Capital Holdings LLC
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Address of Joint Filer:
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c/o Halcyon Capital Management LP
477 Madison Avenue, 8th Floor
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 Earliest Transaction Required
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to be Reported (Month/Day/Year):
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August 9, 2018
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Designated Filer:
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Halcyon Capital Management LP
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Signature:
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Halcyon Energy, Power & Infrastructure Capital Holdings LLC
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By: Halcyon Capital Management LP, its Manager
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| /s/ Suzanne McDermott | ||
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Name:
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Suzanne McDermott | |
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Title:
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Chief Compliance Officer | |
| /s/ John Freese | ||
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Name:
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John Freese | |
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Title:
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Deputy General Counsel | |
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August 13, 2018
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Date
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Page 7 of 13
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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First Series of HDML Fund I LLC
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Address of Joint Filer:
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c/o Halcyon Capital Management LP
477 Madison Avenue, 8th Floor
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 Earliest Transaction Required
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to be Reported (Month/Day/Year):
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August 9, 2018
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Designated Filer:
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Halcyon Capital Management LP
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Signature:
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First Series of HDML Fund I LLC
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By: Halcyon Capital Management LP, its Manager
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| /s/ Suzanne McDermott | ||
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Name:
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Suzanne McDermott | |
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Title:
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Chief Compliance Officer | |
| /s/ John Freese | ||
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Name:
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John Freese | |
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Title:
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Deputy General Counsel | |
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August 13, 2018
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Date
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Page 8 of 13
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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HDML Asset LLC
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Address of Joint Filer:
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c/o Halcyon Capital Management LP
510 Madison Avenue, 25th Floor
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 Earliest Transaction Required
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to be Reported (Month/Day/Year):
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August 9, 2018
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Designated Filer:
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Halcyon Capital Management LP
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Signature:
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HDML Asset LLC
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| /s/ Suzanne McDermott | ||
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Name:
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Suzanne McDermott | |
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Title:
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Chief Compliance Officer | |
| /s/ John Freese | ||
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Name:
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John Freese |
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Title:
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Deputy General Counsel | |
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August 13, 2018
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Date
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Page 9 of 13
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Avinash Kripalani
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Address of Joint Filer:
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c/o Halcyon Capital Management LP
477 Madison Avenue, 8th Floor
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 Earliest Transaction Required
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to be Reported (Month/Day/Year):
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August 9, 2018
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Designated Filer:
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Halcyon Capital Management LP
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Signature:
| /s/ Avinash Kripalani | ||
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Name:
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Avinash Kripalani | |
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August 13, 2018
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Date
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Page 10 of 13
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Kevah Konner
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Address of Joint Filer:
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c/o Halcyon Capital Management LP
477 Madison Avenue, 8th Floor
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 Earliest Transaction Required
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to be Reported (Month/Day/Year):
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August 9, 2018
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Designated Filer:
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Halcyon Capital Management LP
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Signature:
| /s/ Kevah Konner | ||
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Name:
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Kevah Konner |
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Title:
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Portfolio Manager | |
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August 13, 2018
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Date
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Page 11 of 13
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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John Bader
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Address of Joint Filer:
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c/o Halcyon Capital Management LP
477 Madison Avenue, 8th Floor
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 Earliest Transaction Required
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to be Reported (Month/Day/Year):
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August 9, 2018
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Designated Filer:
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Halcyon Capital Management LP
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Signature:
| /s/ John Bader | ||
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Name:
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John Bader | |
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Title:
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CEO | |
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August 13, 2018
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Date
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Page 12 of 13
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Jason Dillow
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Address of Joint Filer:
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c/o Halcyon Capital Management LP
477 Madison Avenue, 8th Floor
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 Earliest Transaction Required
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to be Reported (Month/Day/Year):
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August 9, 2018
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Designated Filer:
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Halcyon Capital Management LP
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Signature:
| /s/ Jason Dillow | ||
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Name:
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Jason Dillow | |
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Title:
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Chief Investment Officer | |
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August 13, 2018
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Date
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Page 13 of 13