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* TotalEnergies SE (Last) (First) (Middle) 2, PLACE JEAN MILLIER LA DEFENSE 6 (Street) COURBEVOIE I0 92400 (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) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/07/2023
	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
	Rule 10b5-1(c) Transaction Indication Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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	09/07/2023		A		14,802,055(1)	A	$4.6885	44,900,323(2)	I	See Footnote(3)

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* TotalEnergies SE (Last) (First) (Middle) 2, PLACE JEAN MILLIER LA DEFENSE 6 (Street) COURBEVOIE I0 92400 (City) (State) (Zip)

1. Name and Address of Reporting Person* TotalEnergies Gestion USA SARL (Last) (First) (Middle) 2, PLACE JEAN MILLIER LA DEFENSE 6 (Street) COURBEVOIE I0 92400 (City) (State) (Zip)

1. Name and Address of Reporting Person* TotalEnergies Holdings USA, Inc. (Last) (First) (Middle) 1201 LOUISIANA ST., SUITE 1800 (Street) HOUSTON TX 77002 (City) (State) (Zip)

1. Name and Address of Reporting Person* TotalEnergies Delaware, Inc. (Last) (First) (Middle) 1201 LOUISIANA ST., SUITE 1800 (Street) HOUSTON TX 77002 (City) (State) (Zip)

1. Name and Address of Reporting Person* Global LNG North America Corp. (Last) (First) (Middle) 1201 LOUISIANA ST., SUITE 1800 (Street) HOUSTON TX 77002 (City) (State) (Zip)

Explanation of Responses:

1. Represents 14,802,055 shares of common stock (the "Tranche 3 Shares") issued to Global LNG North America Corp. ("GLNG NA") in connection with the third closing pursuant to the common stock purchase agreement, dated June 13, 2023 (the "Stock Purchase Agreement"), between NextDecade Corporation (the "Issuer") and GLNG NA, which occurred on September 8, 2023.

2. Represents (i) 8,026,165 shares of common stock issued to GLNG NA on June 14, 2023 in connection with the first closing pursuant to the Stock Purchase Agreement, (ii) 22,072,103 shares of common stock issued to GLNG NA on July 27, 2023 in connection with the second closing pursuant to the Stock Purchase Agreement, and (iii) the 14,802,055 Tranche 3 Shares issued to GLNG NA on September 8, 2023 in connection with the third closing pursuant to the Stock Purchase Agreement.

3. The securities reported herein are held directly by GLNG NA, which is a wholly owned subsidiary of TotalEnergies Delaware, Inc. ("TotalEnergies Delaware"), which is a wholly owned subsidiary of TotalEnergies Holdings USA, Inc. ("TotalEnergies Holdings USA"), which is a wholly owned subsidiary of TotalEnergies Gestion USA SARL ("TotalEnergies Gestion USA"), which is a wholly owned subsidiary of TotalEnergies SE (collectively with GLNG NA, TotalEnergies Delaware, TotalEnergies Holdings USA and TotalEnergies Gestion USA, the "Reporting Persons"). As a result, each of the Reporting Persons may be deemed to beneficially own the securities reported herein.

Remarks:

Pursuant to the Purchaser Rights Agreement, dated as of June 14, 2023, between the Issuer and GLNG NA, following the second closing pursuant to the Stock Purchase Agreement, GLNG NA has the right to designate a director to the Issuer's board of directors. Thibaud de Preval currently serves as GLNG NA's designee on the Issuer's board of directors and, therefore, each of the Reporting Persons may each be deemed a "director by deputization" of the Issuer.

	TotalEnergies SE By: /s/ Paul Moss-Bowpitt Name: Paul Moss-Bowpitt Title: Legal Director - Head of Corporate Transactions	09/08/2023
	TotalEnergies Gestion USA SARL By: /s/ Eric Bozec Name: Eric Bozec Title: General Manager	09/08/2023
	TotalEnergies Holdings USA, Inc. By: /s/ Rich Frazier Name: Rich Frazier Title: Assistant Secretary	09/08/2023
	TotalEnergies Delaware, Inc. By: /s/ Rich Frazier Name: Rich Frazier Title: Secretary	09/08/2023
	Global LNG North America Corp. By: /s/ Joseph Burfitt Name: Joseph Burfitt Title: Secretary	09/08/2023
	** 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).
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