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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
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NextDecade Corp. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
65342K105 (CUSIP Number) |
David Gallo Valinor Management L.P., 405 Lexington Avenue, 34th Floor New York, NY, 10174 (212) 918-5230 Kaitlin Descovich Weil, Gotshal & Manges LLP, 2001 M Street NW Washington, DC, 20036 (202) 682-7000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/16/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 65342K105 |
| 1 |
Name of reporting person
VALINOR CAPITAL PARTNERS, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,321,219.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.89 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 65342K105 |
| 1 |
Name of reporting person
VALINOR CAPITAL PARTNERS OFFSHORE MASTER FUND, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,971,298.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.22 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 65342K105 |
| 1 |
Name of reporting person
Valinor Associates, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,292,517.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.11 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 65342K105 |
| 1 |
Name of reporting person
VALINOR MANAGEMENT, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,292,517.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.11 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 65342K105 |
| 1 |
Name of reporting person
Gallo David | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,833,197.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
NextDecade Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
1000 Louisiana Street, Suite 3900, Houston,
TEXAS
, 77002. | |
Item 1 Comment:
This Amendment No. 12 ("Amendment No. 12") amends the Schedule 13D originally filed with the U.S. Securities and Exchange Commission (the "Commission") on August 3, 2017 (as amended, the "Statement"), and is filed by the Reporting Persons with respect to the common stock, $0.0001 par value per share ("Shares"), of NextDecade Corporation (the "Issuer"). Capitalized terms used herein but not defined shall have the meaning given to them in the Statement. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is amended and supplemented as follows:
Since January 3, 2024 and through and including January 17, 2025, Valinor Capital Partners, L.P., a Delaware limited partnership ("Capital Partners") and Valinor Capital Partners Offshore Master Fund, L.P., a Cayman Islands exempted limited partnership ("Capital Partners Offshore Master") sold, in the aggregate, 1,694,605 Shares. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 is amended and supplemented as follows:
The responses set forth in rows 7 through 13 on the cover pages to this Amendment No. 12 are incorporated by reference into this Item 5. Such responses are provided as of January 17, 2025.
(A) Capital Partners directly holds 2,321,219 Shares, which represents approximately 0.89% of the Issuer's outstanding Shares (based on 260,291,186 Shares outstanding as of November 1, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Commission on November 7, 2024, the "Outstanding Shares"); and | |
| (b) | (B) Capital Partners Offshore Master directly holds 10,971,298 Shares, which represents approximately 4.22% of the Outstanding Shares.
David Gallo may be deemed to beneficially own 14,833,197 Shares, representing 5.70% of the Outstanding Shares. Mr. Gallo is the Founder, Managing Partner and Portfolio Manager at Valinor Management, an investment management firm that serves as the investment manager to a number of private investment vehicles including Capital Partners Offshore Master and Capital Partners, and is the managing member of Associates, which in turn is the general partner of Capital Partners Offshore Master and Capital Partners. Valinor Management Associates, LLC is the general partner of Valinor Management.
The aggregate number and percentage of the Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D. | |
| (c) | None of the Reporting Persons has effected any transaction in the Shares within the last 60 days except as set forth in Annex A included in Exhibit 99.1 of this Amendment No. 12, which is incorporated by reference into this Item 5(c). | |
| (d) | To the knowledge of the Reporting Persons, no person other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported on this Amendment No. 12. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 - Annex A | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit 99.1
Annex A
Transactions
The following table sets forth all transactions by the Reporting Persons in the Issuer's Common Stock since January 2, 2025, and through and including January 17, 2025.
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Reporting Person
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Transaction
Date
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Number of
Shares Sold
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Price Per
Share*
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Price Range
(inclusive)*
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Valinor Capital Partners, L.P.
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1/2/2025
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4,014
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$8.2931
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Valinor Capital Partners Offshore Master Fund, L.P.
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1/2/2025
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11,420
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$8.2931
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$8.25 to $8.34 | |||||
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Valinor Capital Partners, L.P.
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1/3/2025
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4,328
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$8.3188
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||||||
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Valinor Capital Partners Offshore Master Fund, L.P.
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1/3/2025
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12,314
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$8.3188
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Valinor Capital Partners, L.P.
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1/6/2025
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1,837
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$8.3190
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Valinor Capital Partners Offshore Master Fund, L.P.
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1/6/2025
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5,226
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$8.3190
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Valinor Capital Partners, L.P.
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1/14/2025
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82
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$8.2507
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||||||
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Valinor Capital Partners Offshore Master Fund, L.P.
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1/14/2025
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234
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$8.2507
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Valinor Capital Partners, L.P.
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1/15/2025
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732
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$8.2880
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Valinor Capital Partners Offshore Master Fund, L.P.
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1/15/2025
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2,081
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$8.2880
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Valinor Capital Partners, L.P.
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1/16/2025
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72,122
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$8.7092
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Valinor Capital Partners Offshore Master Fund, L.P.
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1/16/2025
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205,171
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$8.7092
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Valinor Capital Partners, L.P.
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1/17/2025
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36,330
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$9.0672
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Valinor Capital Partners Offshore Master Fund, L.P.
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1/17/2025
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103,352
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$9.0672
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* The number of Shares reported represents an aggregate number of shares executed by a broker-dealer in multiple open market transactions over a range of prices. The price per share reported represents the weighted average price (without regard
to brokerage commissions). The applicable Reporting Person undertakes to provide the staff of the SEC upon request, the number of shares executed by such Reporting Person at each separate price within the range.