| 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 |
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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)
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2. Issuer Name and Ticker or Trading Symbol
NextDecade Corp. [ NEXT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/31/2018 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 12/31/2018 | D | 2,805,352(2) | D | (2) | 60,678,548(3) | I | See footnotes(1)(4)(5) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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 first 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 Swanson Name: Richard Swanson Title: General Counsel | 01/03/2019 | |
| ** 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
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Name and Address of Reporting Person:
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York Capital Management Global Advisors LLC
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767 Fifth Avenue
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New York, NY 10153
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction to be Reported
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(Month/Day/Year):
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December 31, 2018
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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 Select Strategy Master Fund, L.P. (“York Select Strategy”); York
Select Domestic Holdings LLC (“York Select Domestic Holdings”); 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 shares forfeited to the Issuer for no consideration when a certain milestone was not achieved pursuant to that certain Merger Agreement,
dated April 17, 2017, by and among Harmony Merger Corporation, Harmony Merger Sub, LLC, NextDecade, LLC and certain members of NextDecade, LLC and entities affiliated with such members (the “Merger Agreement”), which includes: 451,896 shares
forfeited by York Capital, 575,896 shares forfeited by York Credit Opportunities, 610,419 shares forfeited by York Credit Opportunities Master, 389,365 shares forfeited by Select Strategy; 121,944 shares forfeited by York European Fund, and 655,832
shares forfeited by York Multi-Strategy.
(3) Represents 9,692,872 shares directly held by York Capital (including 451,896 shares issuable pursuant to the Merger Agreement upon the satisfaction of
certain milestones), 12,327,820 shares directly held by York Credit Opportunities (including 575,897 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 8,550,786 shares held directly held by York Select
Strategy (including 389,364 contingent shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 13,238,768 shares directly held by York Credit Opportunities Master (including 610,420 shares issuable pursuant to
the Merger Agreement upon the satisfaction of certain milestones), 2,644,666 shares directly held by York European Fund (including 121,943 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), and 14,223,635
shares directly held by York Multi-Strategy (including 655,833 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, York Credit Opportunities Master and York Multi-Strategy; York Select Domestic Holdings, which in turn is the general partner of York Select Strategy; 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. 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 securities reported herein, except to the extent of its or his pecuniary interest.
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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York Capital Management, L.P.
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Address of Joint Filer:
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767 Fifth Avenue, 17th Floor
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New York, NY 10153
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Relationship of Joint Filer to Issuer:
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Director, 10% Owner
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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December 31, 2018
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Designated Filer:
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York Capital Management Global Advisors, LLC
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Signature:
York Capital Management, L.P.
By: Dinan Management, L.L.C., its general partner
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/s/ Richard Swanson
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Name: Richard Swanson
Title: General Counsel
January 3, 2019
Date
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Dinan Management, L.L.C.
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Address of Joint Filer:
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c/o York Capital Management L.P.
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767 Fifth Avenue, 17th Floor
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New York, NY 10153
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Relationship of Joint Filer to Issuer:
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Director, 10% Owner
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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December 31, 2018
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Designated Filer:
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York Capital Management Global Advisors, LLC
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Signature:
Dinan Management, L.L.C.
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/s/ Richard Swanson
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Name: Richard Swanson
Title: General Counsel
January 3, 2019
Date
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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York Multi-Strategy Master Fund, L.P.
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Address of Joint Filer:
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c/o York Capital Management, L.P.
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767 Fifth Avenue, 17th Floor
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New York, NY 10153
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Relationship of Joint Filer to Issuer:
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Director, 10% Owner
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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December 31, 2018
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Designated Filer:
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York Capital Management Global Advisors, LLC
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Signature:
York Multi-Strategy Master Fund, L.P.
By: Dinan Management, its general partner
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/s/ Richard Swanson
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Name: Richard Swanson
Title: General Counsel
January 3, 2019
Date
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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York Credit Opportunities Fund, L.P.
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Address of Joint Filer:
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c/o York Capital Management, L.P.
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767 Fifth Avenue, 17th Floor
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New York, NY 10153
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Relationship of Joint Filer to Issuer:
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Director, 10% Owner
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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December 31, 2018
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Designated Filer:
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York Capital Management Global Advisors, LLC
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Signature:
York Credit Opportunities Fund, L.P.
By: York Credit Opportunities Domestic Holdings, LLC, its general partner
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/s/ Richard Swanson
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Name: Richard Swanson
Title: General Counsel
January 3, 2019
Date
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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York Credit Opportunities Investments Master Fund, L.P.
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Address of Joint Filer:
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c/o York Capital Management, L.P.
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767 Fifth Avenue, 17th Floor
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New York, NY 10153
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Relationship of Joint Filer to Issuer:
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Director, 10% Owner
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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December 31, 2018
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Designated Filer:
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York Capital Management Global Advisors, LLC
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Signature:
York Credit Opportunities Investments Master Fund, L.P.
By: York Credit Opportunities Domestic Holdings, LLC, its general partner
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/s/ Richard Swanson
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Name: Richard Swanson
Title: General Counsel
January 3, 2019
Date
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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York Credit Opportunities Domestic Holdings, LLC
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Address of Joint Filer:
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c/o York Capital Management, L.P.
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767 Fifth Avenue, 17th Floor
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New York, NY 10153
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Relationship of Joint Filer to Issuer:
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Director, 10% Owner
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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December 31, 2018
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Designated Filer:
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York Capital Management Global Advisors, LLC
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Signature:
York Credit Opportunities Domestic Holdings, LLC
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/s/ Richard Swanson
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Name: Richard Swanson
Title: General Counsel
January 3, 2019
Date
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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York European Distressed Credit Fund II, L.P.
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Address of Joint Filer:
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c/o York Capital Management, L.P.
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767 Fifth Avenue, 17th Floor
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New York, NY 10153
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Relationship of Joint Filer to Issuer:
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Director, 10% Owner
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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December 31, 2018
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Designated Filer:
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York Capital Management Global Advisors, LLC
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Signature:
York European Distressed Credit Fund II, L.P.
By: Dinan Management, L.L.C., its general partner
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/s/ Richard Swanson
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Name: Richard Swanson
Title: General Counsel
January 3, 2019
Date
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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York European Distressed Credit Holdings II, LLC
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Address of Joint Filer:
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c/o York Capital Management, L.P.
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767 Fifth Avenue, 17th Floor
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New York, NY 10153
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Relationship of Joint Filer to Issuer:
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Director, 10% Owner
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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December 31, 2018
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Designated Filer:
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York Capital Management Global Advisors, LLC
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Signature:
York European Distressed Credit Holdings II, LLC
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/s/ Richard Swanson
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Name: Richard Swanson
Title: General Counsel
January 3, 2019
Date
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Matthew Bonanno
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Address of Joint Filer:
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c/o York Capital Management, L.P.
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767 Fifth Avenue, 17th Floor
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New York, NY 10153
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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December 31, 2018
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Designated Filer:
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York Capital Management Global Advisors, LLC
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Signature:
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/s/ Matthew Bonanno
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Name: Matthew Bonanno
January 3, 2019
Date
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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David Magid
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Address of Joint Filer:
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c/o York Capital Management, L.P.
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767 Fifth Avenue, 17th Floor
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New York, NY 10153
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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December 31, 2018
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Designated Filer:
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York Capital Management Global Advisors, LLC
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Signature:
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/s/ David Magid
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Name: David Magid
January 3, 2019
Date
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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William Vrattos
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Address of Joint Filer:
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c/o York Capital Management, L.P.
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767 Fifth Avenue, 17th Floor
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New York, NY 10153
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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December 31, 2018
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Designated Filer:
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York Capital Management Global Advisors, LLC
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Signature:
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/s/ William Vrattos
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Name: William Vrattos
January 3, 2019
Date