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SEC FORM 4 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*
York Capital Management Global Advisors, LLC
(Last) (First) (Middle)
767 FIFTH AVENUE
17TH FLOOR
(Street)
NEW YORK NY 10153
(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)
12/22/2017
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 12/22/2017 S 33,000(2) D $8.85 68,902,911(3) I See footnotes(1)(4)(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
1. Name and Address of Reporting Person*
York Capital Management Global Advisors, LLC
(Last) (First) (Middle)
767 FIFTH AVENUE
17TH FLOOR
(Street)
NEW YORK NY 10153
(City) (State) (Zip)
1. Name and Address of Reporting Person*
York European Distressed Credit Holdings II, LLC
(Last) (First) (Middle)
C/O YORK CAPITAL MGMT GLOBAL ADVISORS
767 FIFTH AVENUE, 17TH FLOOR
(Street)
NEW YORK NY 10153
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Dinan Management L.L.C.
(Last) (First) (Middle)
C/O YORK CAPITAL MGMT GLOBAL ADVISORS
767 FIFTH AVENUE, 17TH FLOOR
(Street)
NEW YORK NY 10153
(City) (State) (Zip)
1. Name and Address of Reporting Person*
York European Distressed Credit Fund II, L.P.
(Last) (First) (Middle)
C/O YORK CAPITAL MGMT GLOBAL ADVISORS
767 FIFTH AVENUE, 17TH FLOOR
(Street)
NEW YORK NY 10153
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bonanno Matthew W
(Last) (First) (Middle)
C/O YORK CAPITAL MGMT GLOBAL ADVISORS
767 FIFTH AVENUE, 17TH FLOOR
(Street)
NEW YORK NY 10153
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Magid David
(Last) (First) (Middle)
C/O YORK CAPITAL MGMT GLOBAL ADVISORS
767 FIFTH AVENUE, 17TH FLOOR
(Street)
NEW YORK NY 10153
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Vrattos William C
(Last) (First) (Middle)
C/O YORK CAPITAL MGMT GLOBAL ADVISORS
767 FIFTH AVENUE, 17TH FLOOR
(Street)
NEW YORK NY 10153
(City) (State) (Zip)
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).
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. Each Form 4 will be filed by Designated Filer York Capital Management Global Advisors LLC.
York Capital Management Global Advisors LLC, By: /s/ Richard P. Swanson, Title: General Counsel 12/27/2017
** 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 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.
Exhibit 99.1

Name and Address of Reporting Person:
York Capital Management Global Advisors LLC
767 Fifth Avenue
New York, NY 10153

Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]

Date of Earliest Transaction to be Reported
(Month/Day/Year):
December 22, 2017

Footnotes to Form 4

(1) This statement is being filed by the following Reporting Persons: York Capital Management Global Advisors LLC (“YGA”); York Capital Management, L.P. (“York Capital”); York Credit Opportunities Fund, L.P. (“York Credit Opportunities”); York Credit Opportunities Investments Master Fund, L.P. (York Credit Opportunities Master”); York European Distressed Credit Fund II, L.P. (“York European Fund”); York Multi-Strategy Master Fund, L.P. (“York Multi-Strategy”); Dinan Management, L.L.C. (“Dinan Management”); York Credit Opportunities Domestic Holdings, LLC (“York Credit Opportunities Domestic”); York European Distressed Credit Holdings II, LLC (“York European Holdings”); Matthew Bonnano; David Magid; and William Vrattos.

(2) Represents: 6,134 shares sold by York Capital; 7,801 shares sold by York Credit Opportunities; 8,383 shares sold by York Credit Opportunities Master; 1,675 shares sold by York European Fund; and 9,007 shares sold by York Multi-Strategy.

(3) Represents 11,012,926 shares directly held by York Capital (including 1,807,584 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), 14,010,191 shares directly held by York Credit Opportunities (including 2,303,585 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 9,718,880 shares held directly held by York Select Strategy Master Fund, L.P. (including 1,557,458 contingent shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 15,038,230 shares directly held by York Credit Opportunities Master (including 2,441,678 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 3,004,188 shares directly held by York European (including 487,774 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), and 16,157,014 shares directly held by York Multi-Strategy (including 2,623,329 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones).

(4)  YGA is the sole managing member of: Dinan Management, which in turn is the general partner of each of York Capital and York Multi-Strategy; Select Domestic Holdings, LLC, which in turn is the general partner of York Select Strategy Master Fund L.P.; York European Holdings, which in turn is the general partner of York European Fund; and York Credit Opportunities Domestic, which in turn is the general partner of York Credit Opportunities and York Credit Opportunities Master. Mr. Bonnano is a Partner and Co-Head of North American Credit at York Capital and director of the Issuer. Mr. Magid is a Research Analyst at York Capital and a director of the Issuer.  Mr. Vrattos is a Partner and Co-Chief Investment Officer at York Capital and director of the Issuer.
 
(5) Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein, except to the extent of its or his pecuniary interest.
 
 
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
York Capital Management, L.P.

Address of Joint Filer:
767 Fifth Avenue, 17th Floor
New York, NY 10153

Relationship of Joint Filer to Issuer:
Director, 10% Owner

Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]

Date of Earliest Transaction Required
to be Reported (Month/Day/Year):
December 22, 2017

Designated Filer:
York Capital Management Global Advisors, LLC

Signature:

York Capital Management, L.P.
By: Dinan Management, L.L.C., its general partner

/s/ Richard P. Swanson
  
Name: Richard P. Swanson
Title: General Counsel

December 27, 2017

Date
Page 1 of 11
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Dinan Management, L.L.C.

Address of Joint Filer:
c/o York Capital Management L.P.
767 Fifth Avenue, 17th Floor
New York, NY 10153

Relationship of Joint Filer to Issuer:
Director, 10% Owner

Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]

Date of Earliest Transaction Required
to be Reported (Month/Day/Year):
December 22, 2017

Designated Filer:
York Capital Management Global Advisors, LLC

Signature:

Dinan Management, L.L.C.

/s/ Richard P. Swanson
  
Name: Richard P. Swanson
Title: General Counsel

December 27, 2017

Date
Page 2 of 11
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
York Multi-Strategy Master Fund, L.P.

Address of Joint Filer:
c/o York Capital Management, L.P.
767 Fifth Avenue, 17th Floor
New York, NY 10153

Relationship of Joint Filer to Issuer:
Director, 10% Owner

Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]

Date of Earliest Transaction Required
to be Reported (Month/Day/Year):
December 22, 2017

Designated Filer:
York Capital Management Global Advisors, LLC

Signature:

York Multi-Strategy Master Fund, L.P.
By: Dinan Management, its general partner

/s/ Richard P. Swanson
  
Name: Richard P. Swanson
Title: General Counsel

December 27, 2017

Date
Page 3 of 11
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
York Credit Opportunities Fund, L.P.

Address of Joint Filer:
c/o York Capital Management, L.P.
767 Fifth Avenue, 17th Floor
New York, NY 10153

Relationship of Joint Filer to Issuer:
Director, 10% Owner

Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]

Date of Earliest Transaction Required
to be Reported (Month/Day/Year):
December 22, 2017

Designated Filer:
York Capital Management Global Advisors, LLC

Signature:

York Credit Opportunities Fund, L.P.
By: Dinan Management, L.L.C., its general partner

/s/ Richard P. Swanson
  
Name: Richard P. Swanson
Title: General Counsel

December 27, 2017

Date
 
Page 4 of 11
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
York Credit Opportunities Investments Master Fund, L.P.

Address of Joint Filer:
c/o York Capital Management, L.P.
767 Fifth Avenue, 17th Floor
New York, NY 10153

Relationship of Joint Filer to Issuer:
Director, 10% Owner

Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]

Date of Earliest Transaction Required
to be Reported (Month/Day/Year):
December 22, 2017

Designated Filer:
York Capital Management Global Advisors, LLC

Signature:

York Credit Opportunities Investments Master Fund, L.P.
By: Dinan Management, L.L.C., its general partner

/s/ Richard P. Swanson
  
Name: Richard P. Swanson
Title: General Counsel

December 27, 2017

Date
Page 5 of 11
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
York Credit Opportunities Domestic Holdings, LLC

Address of Joint Filer:
c/o York Capital Management, L.P.
767 Fifth Avenue, 17th Floor
New York, NY 10153

Relationship of Joint Filer to Issuer:
Director, 10% Owner

Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]

Date of Earliest Transaction Required
to be Reported (Month/Day/Year):
December 22, 2017

Designated Filer:
York Capital Management Global Advisors, LLC

Signature:

York Credit Opportunities Domestic Holdings, LLC

/s/ Richard P. Swanson
  
Name: Richard P. Swanson
Title: General Counsel

December 27, 2017

Date
 
Page 6 of 11
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
York European Distressed Credit Fund II, L.P.

Address of Joint Filer:
c/o York Capital Management, L.P.
767 Fifth Avenue, 17th Floor
New York, NY 10153

Relationship of Joint Filer to Issuer:
Director, 10% Owner

Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]

Date of Earliest Transaction Required
to be Reported (Month/Day/Year):
December 22, 2017

Designated Filer:
York Capital Management Global Advisors, LLC

Signature:

York European Distressed Credit Fund II, L.P.
By: Dinan Management, L.L.C., its general partner

/s/ Richard P. Swanson
  
Name: Richard P. Swanson
Title: General Counsel

December 27, 2017

Date
Page 7 of 11
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
York European Distressed Credit Holdings II, LLC

Address of Joint Filer:
c/o York Capital Management, L.P.
767 Fifth Avenue, 17th Floor
New York, NY 10153

Relationship of Joint Filer to Issuer:
Director, 10% Owner

Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]

Date of Earliest Transaction Required
to be Reported (Month/Day/Year):
December 22, 2017

Designated Filer:
York Capital Management Global Advisors, LLC

Signature:

York European Distressed Credit Holdings II, LLC

/s/ Richard P. Swanson
  
Name: Richard P. Swanson
Title: General Counsel

December 27, 2017

Date
 
Page 8 of 11
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Matthew Bonanno

Address of Joint Filer:
c/o York Capital Management, L.P.
767 Fifth Avenue, 17th Floor
New York, NY 10153

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):
December 22, 2017

Designated Filer:
York Capital Management Global Advisors, LLC

Signature:

/s/ Matthew Bonanno
  
Name: Matthew Bonanno

December 27, 2017

Date
Page 9 of 11
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
David Magid

Address of Joint Filer:
c/o York Capital Management, L.P.
767 Fifth Avenue, 17th Floor
New York, NY 10153

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):
December 22, 2017

Designated Filer:
York Capital Management Global Advisors, LLC

Signature:

/s/ David Magid
  
Name: David Magid

December 27, 2017

Date
Page 10 of 11
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
William Vrattos

Address of Joint Filer:
c/o York Capital Management, L.P.
767 Fifth Avenue, 17th Floor
New York, NY 10153

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):
December 22, 2017

Designated Filer:
York Capital Management Global Advisors, LLC

Signature:

/s/ William Vrattos
  
Name: William Vrattos

December 27, 2017

Date
Page 11 of 11