SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
York Select Strategy Master Fund, L.P.

(Last) (First) (Middle)
C/O YORK CAPITAL MANAGEMENT GLOBAL
ADVISORS, LLC, 767 FIFTH AVE., 17TH FL.

(Street)
NEW YORK NY 10153

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/30/2017
3. Issuer Name and Ticker or Trading Symbol
NextDecade Corp. [ NEXT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $ 0.0001 par value 9,718,880(1)(2)(3) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Includes 1,557,458 shares issuable pursuant to that certain Agreement and Plan of Merger, dated April 17, 2017, by and among Hamony 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.
2. Such shares are no longer directly held by York Select, L.P., York Select Master Fund, L.P., and York Select Investors Master Fund, L.P. as a result of an internal restructuring.
3. York Capital Management Global Advisors, LLC ("YGA") is the sole managing member of York Select Domestic Holdings LLC ("York Select Domestic Holdings"), which is the general partner of the Reporting Person. Each of YGA and York Select Domestic Holdings reported its respective indirect ownership of the Issuer's shares on Form 3 filed with the Securities and Exchange Commission on August 3, 2017.
/s/ York Select Strategy Master Fund, L.P. By: York Select Domestic Holdings LLC, its general partner By: York Capital Management Global Advisors LLC, its sole member 11/03/2017
** 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 5 (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).
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