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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
NextDecade Corp. [ NEXT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 08/09/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 08/09/2018 | A | 9,432(3) | A | (3) | 10,266,553(4) | I | See footnotes(1)(2)(5) |
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)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
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 second 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. |
Name and Address of Reporting Person:
|
Halcyon Capital Management, LP
477 Madison Avenue, Eighth Floor New York, NY 10022 |
Issuer Name and Ticker or Trading Symbol:
|
NextDecade Corporation [NEXT]
|
Date of Earliest Transaction to be Reported
|
|
(Month/Day/Year):
|
August 9, 2018
|
Name of Joint Filer:
|
Halcyon Capital Management LP
|
Address of Joint Filer:
|
477 Madison Avenue, 8th Floor
New York, NY 10022
|
Relationship of Joint Filer to Issuer:
|
Director
|
Issuer Name and Ticker or Trading Symbol:
|
NextDecade Corporation [NEXT]
|
Date of Earliest Transaction Required
|
|
to be Reported (Month/Day/Year):
|
August 9, 2018
|
Designated Filer:
|
Halcyon Capital Management LP
|
Halcyon Capital Management LP
|
||
/s/ Suzanne McDermott | ||
Name:
|
Suzanne McDermott | |
Title:
|
Chief Compliance Officer | |
/s/ John Freese | ||
Name:
|
John Freese | |
Title:
|
Deputy General Counsel | |
August 13, 2018
|
||
Date
|
Name of Joint Filer:
|
HCN LP
|
Address of Joint Filer:
|
c/o Halcyon Capital Management LP 477
Madison Avenue, 8th Floor
New York, NY 10022
|
Relationship of Joint Filer to Issuer:
|
Director
|
Issuer Name and Ticker or Trading Symbol:
|
NextDecade Corporation [NEXT]
|
Date of Earliest Transaction Required
|
|
to be Reported (Month/Day/Year):
|
August 9, 2018
|
Designated Filer: Halcyon Capital Management LP
|
HCN LP
|
||
By: Halcyon Capital Management LP, its Manager
|
||
/s/ Suzanne McDermott | ||
Name:
|
Suzanne McDermott | |
Title:
|
Chief Compliance Officer | |
/s/ John Freese | ||
Name:
|
John Freese | |
Title:
|
Deputy General Counsel | |
August 13, 2018
|
||
Date
|
Name of Joint Filer:
|
HCN GP LLC
|
Address of Joint Filer:
|
c/o Halcyon Capital Management LP
477 Madison Avenue, 8th Floor
New York, NY 10022
|
Relationship of Joint Filer to Issuer:
|
Director
|
Issuer Name and Ticker or Trading Symbol:
|
NextDecade Corporation [NEXT]
|
Date of Earliest Transaction Required
|
|
to be Reported (Month/Day/Year):
|
August 9, 2018
|
Designated Filer: Halcyon Capital Management LP |
HCN GP LLC
|
||
/s/ Suzanne McDermott | ||
Name:
|
Suzanne McDermott | |
Title:
|
Chief Compliance Officer | |
/s/ John Freese | ||
Name:
|
John Freese | |
Title:
|
Deputy General Counsel | |
August 13, 2018
|
||
Date
|
Name of Joint Filer:
|
Halcyon Mount Bonnell Fund LP
|
Address of Joint Filer:
|
c/o Halcyon Capital Management LP
477 Madison Avenue, 8th Floor
New York, NY 10022
|
Relationship of Joint Filer to Issuer:
|
Director
|
Issuer Name and Ticker or Trading Symbol:
|
NextDecade Corporation [NEXT]
|
Date of Earliest Transaction Required
|
|
to be Reported (Month/Day/Year):
|
August 9, 2018
|
Designated Filer:
|
Halcyon Capital Management LP
|
Halcyon Mount Bonnell Fund LP
|
||
By: Halcyon Capital Management LP, its Manager
|
||
/s/ Suzanne McDermott | ||
Name:
|
Suzanne McDermott | |
Title:
|
Chief Compliance Officer | |
/s/ John Freese | ||
Name:
|
John Freese | |
Title:
|
Deputy General Counsel | |
August 13, 2018
|
||
Date
|
Name of Joint Filer:
|
Halcyon Solutions Master Fund LP
|
Address of Joint Filer:
|
c/o Halcyon Capital Management LP
477 Madison Avenue, 8th Floor
New York, NY 10022
|
Relationship of Joint Filer to Issuer:
|
Director
|
Issuer Name and Ticker or Trading Symbol:
|
NextDecade Corporation [NEXT]
|
Date of Earliest Transaction Required
|
|
to be Reported (Month/Day/Year):
|
August 9, 2018
|
Designated Filer:
|
Halcyon Capital Management LP
|
Halcyon Solutions Master Fund LP
|
||
By: Halcyon Capital Management LP, its Manager
|
||
/s/ Suzanne McDermott | ||
Name:
|
Suzanne McDermott | |
Title:
|
Chief Compliance Officer | |
/s/ John Freese | ||
Name:
|
John Freese | |
Title:
|
Deputy General Counsel | |
August 13, 2018
|
||
Date
|
Name of Joint Filer:
|
Halcyon Solutions GP LLC
|
Address of Joint Filer:
|
c/o Halcyon Capital Management LP
477 Madison Avenue, 8th Floor
New York, NY 10022
|
Relationship of Joint Filer to Issuer:
|
Director
|
Issuer Name and Ticker or Trading Symbol:
|
NextDecade Corporation [NEXT]
|
Date of Earliest Transaction Required
|
|
to be Reported (Month/Day/Year):
|
August 9, 2018
|
Designated Filer:
|
Halcyon Capital Management LP |
Halcyon Solutions GP LLC
|
||
/s/ Suzanne McDermott | ||
Name:
|
Suzanne McDermott | |
Title:
|
Chief Compliance Officer | |
/s/ John Freese | ||
Name:
|
John Freese | |
Title:
|
Deputy General Counsel |
|
August 13, 2018
|
||
Date
|
Name of Joint Filer:
|
Halcyon Energy, Power & Infrastructure Capital Holdings LLC
|
Address of Joint Filer:
|
c/o Halcyon Capital Management LP
477 Madison Avenue, 8th Floor
New York, NY 10022
|
Relationship of Joint Filer to Issuer:
|
Director
|
Issuer Name and Ticker or Trading Symbol:
|
NextDecade Corporation [NEXT]
|
Date of Earliest Transaction Required
|
|
to be Reported (Month/Day/Year):
|
August 9, 2018
|
Designated Filer:
|
Halcyon Capital Management LP
|
Halcyon Energy, Power & Infrastructure Capital Holdings LLC
|
||
By: Halcyon Capital Management LP, its Manager
|
||
/s/ Suzanne McDermott | ||
Name:
|
Suzanne McDermott | |
Title:
|
Chief Compliance Officer | |
/s/ John Freese | ||
Name:
|
John Freese | |
Title:
|
Deputy General Counsel | |
August 13, 2018
|
||
Date
|
Name of Joint Filer:
|
First Series of HDML Fund I LLC
|
Address of Joint Filer:
|
c/o Halcyon Capital Management LP
477 Madison Avenue, 8th Floor
New York, NY 10022
|
Relationship of Joint Filer to Issuer:
|
Director
|
Issuer Name and Ticker or Trading Symbol:
|
NextDecade Corporation [NEXT]
|
Date of Earliest Transaction Required
|
|
to be Reported (Month/Day/Year):
|
August 9, 2018
|
Designated Filer:
|
Halcyon Capital Management LP
|
First Series of HDML Fund I LLC
|
||
By: Halcyon Capital Management LP, its Manager
|
||
/s/ Suzanne McDermott | ||
Name:
|
Suzanne McDermott | |
Title:
|
Chief Compliance Officer | |
/s/ John Freese | ||
Name:
|
John Freese | |
Title:
|
Deputy General Counsel | |
August 13, 2018
|
||
Date
|
Name of Joint Filer:
|
HDML Asset LLC
|
Address of Joint Filer:
|
c/o Halcyon Capital Management LP
510 Madison Avenue, 25th Floor
New York, NY 10022 |
Relationship of Joint Filer to Issuer:
|
Director
|
Issuer Name and Ticker or Trading Symbol:
|
NextDecade Corporation [NEXT]
|
Date of Earliest Transaction Required
|
|
to be Reported (Month/Day/Year):
|
August 9, 2018
|
Designated Filer:
|
Halcyon Capital Management LP
|
HDML Asset LLC
|
||
/s/ Suzanne McDermott | ||
Name:
|
Suzanne McDermott | |
Title:
|
Chief Compliance Officer | |
/s/ John Freese | ||
Name:
|
John Freese |
|
Title:
|
Deputy General Counsel | |
August 13, 2018
|
||
Date
|
Name of Joint Filer:
|
Avinash Kripalani
|
Address of Joint Filer:
|
c/o Halcyon Capital Management LP
477 Madison Avenue, 8th Floor
New York, NY 10022
|
Relationship of Joint Filer to Issuer:
|
Director
|
Issuer Name and Ticker or Trading Symbol:
|
NextDecade Corporation [NEXT]
|
Date of Earliest Transaction Required
|
|
to be Reported (Month/Day/Year):
|
August 9, 2018
|
Designated Filer:
|
Halcyon Capital Management LP
|
/s/ Avinash Kripalani | ||
Name:
|
Avinash Kripalani | |
August 13, 2018
|
||
Date
|
Name of Joint Filer:
|
Kevah Konner
|
Address of Joint Filer:
|
c/o Halcyon Capital Management LP
477 Madison Avenue, 8th Floor
New York, NY 10022 |
Relationship of Joint Filer to Issuer:
|
Director
|
Issuer Name and Ticker or Trading Symbol:
|
NextDecade Corporation [NEXT]
|
Date of Earliest Transaction Required
|
|
to be Reported (Month/Day/Year):
|
August 9, 2018
|
Designated Filer:
|
Halcyon Capital Management LP
|
/s/ Kevah Konner | ||
Name:
|
Kevah Konner |
|
Title:
|
Portfolio Manager | |
August 13, 2018
|
||
Date
|
Name of Joint Filer:
|
John Bader
|
Address of Joint Filer:
|
c/o Halcyon Capital Management LP
477 Madison Avenue, 8th Floor
New York, NY 10022 |
Relationship of Joint Filer to Issuer:
|
Director
|
Issuer Name and Ticker or Trading Symbol:
|
NextDecade Corporation [NEXT]
|
Date of Earliest Transaction Required
|
|
to be Reported (Month/Day/Year):
|
August 9, 2018
|
Designated Filer:
|
Halcyon Capital Management LP
|
/s/ John Bader | ||
Name:
|
John Bader | |
Title:
|
CEO | |
August 13, 2018
|
||
Date
|
Name of Joint Filer:
|
Jason Dillow
|
Address of Joint Filer:
|
c/o Halcyon Capital Management LP
477 Madison Avenue, 8th Floor
New York, NY 10022
|
Relationship of Joint Filer to Issuer:
|
Director
|
Issuer Name and Ticker or Trading Symbol:
|
NextDecade Corporation [NEXT]
|
Date of Earliest Transaction Required
|
|
to be Reported (Month/Day/Year):
|
August 9, 2018
|
Designated Filer:
|
Halcyon Capital Management LP
|
/s/ Jason Dillow | ||
Name:
|
Jason Dillow | |
Title:
|
Chief Investment Officer | |
August 13, 2018
|
||
Date
|