SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* VALINOR MANAGEMENT, L.P. (Last) (First) (Middle) 510 MADISON AVENUE 25TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NextDecade Corp. [ NEXT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/05/2021
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	08/05/2021		J		1,101,539(1)	D	(1)	18,449,795	I	See note(3)
Common Stock, $ 0.0001 par value	08/06/2021		J		3,712,432(1)	D	(1)	14,737,363(2)	I	See note(3)
Common Stock, $ 0.0001 par value								307,403(4)	D

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

1. Name and Address of Reporting Person* VALINOR MANAGEMENT, L.P. (Last) (First) (Middle) 510 MADISON AVENUE 25TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* Gallo David (Last) (First) (Middle) C/O VALINOR MANAGEMENT, L.P. 510 MADISON AVE., 25TH FL. (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* Valinor Associates, LLC (Last) (First) (Middle) C/O VALINOR MANAGEMENT, L.P. 510 MADISON AVE., 25TH FL. (Street) NEW YORK NY 10022 (City) (State) (Zip)

Explanation of Responses:

1. Represents shares distributed by VND Partners, L.P. ("VND Partners") to its limited partners on a pro-rata basis, for no additional consideration.

2. Represents 3,832,630 shares directly held by Valinor Capital Partners, L.P. ("Valinor Capital") and 10,904,733 shares directly held by Valinor Capital Partners Offshore Master Fund, L.P. ("Valinor Capital Offshore").

3. Valinor Management, L.P. ("Valinor Management") serves as investment manager to Valinor Capital, Valinor Capital Offshore and VND Partners. 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, Valinor Capital Offshore and VND Partners. Each of Valinor Management, Associates and David Gallo may be deemed to beneficially own the securities held by Valinor Capital, Valinor Capital Offshore and VND Partners and each of Valinor Management, Associates and David Gallo disclaims beneficial ownership of the reported shares, except to the extent of its or his pecuniary interest.

4. Represents shares directly held by David Gallo following the reported transactions.

Remarks:

Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference. This Form 4 is filed by Designated Filer Valinor Management LP.

	By: See Exhibit 99.1 for signatures	08/09/2021
	** 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.
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