| 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) 12/31/2018 | ||||||||||||||||||||||||||
|
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 | 12/31/2018 | D | 408,353(3) | D | (3) | 9,858,200(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 | ||||||||
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). |
| 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 Bardin Hill Investment Partners LP. |
| Bardin Hill Investment Partners LP By:/s/ Suzanne McDermott Name: Suzanne McDermott Title: Chief Compliance Officer | 01/03/2019 | |
| By: /s/ John Freese Name: John Freese Title: Deputy 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
|
Name and Address of Reporting Person:
|
Bardin Hill Investment Partners 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):
|
December 31, 2018
|
Footnotes to Form 4
(1) This statement is being filed by the following Reporting Persons: HCN GP LLC (“HCN GP”), HCN LP (“HCN”), Halcyon Mount Bonnell Fund LP (“Mount
Bonnell”), Bardin Hill Fund GP LLC (“Bardin Hill GP”), Bardin Hill Event-Driven Master Fund LP (“Master Fund”), Halcyon Energy, Power & Infrastructure Capital Holdings LLC (“HEPI”), First Series of HDML Fund I LLC (“HDML”), Bardin Hill
Investment Partners LP (“Bardin Hill”), Avinash Kripalani, Jason Dillow, Kevah Konner and John Greene.
(2) HCN GP is the general partner of HCN. Bardin Hill GP is the investment member of HDML and the general partner of Mount Bonnell and Master Fund. Bardin
Hill is the investment manager for each of HEPI, Mount Bonnell, HCN, HDML and Master Fund. Investment decisions of Bardin Hill are made by one or more of its portfolio managers, including Jason Dillow, Kevah Konner and John Greene, each of whom
has individual decision-making authority. Avinash Kripalani is a Managing Principal at Bardin Hill and serves on the board of directors of the Issuer as Bardin Hill’s representative.
(3) 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: 78,322 shares
forfeited by HEPI; 182,697 shares forfeited by HCN; 118,790 shares forfeited by Mount Bonnell; and 28,544 shares forfeited by HDML.
(4) Represents 1,819,671 shares directly held by HEPI (including 78,322 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain
milestones), 4,272,893 shares directly held by HCN (including 182,698 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 2,759,968 shares held directly held by Mount Bonnell (including 118,790 contingent
shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 676,257 shares directly held by HDML (including 28,544 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), and
329,411 shares directly held by Master Fund.
(5) Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of its, his or her pecuniary
interest.
Exhibit 99.2
Joint Filer Information
|
Name of Joint Filer:
|
Bardin Hill Investment Partners 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):
|
December 31, 2018
|
|
Designated Filer:
|
Bardin Hill Investment Partners LP
|
|
Signature:
|
|
|
Bardin Hill Investment Partners LP
|
|
|
/s/ Suzanne McDermott
|
|
Name:
|
Suzanne McDermott
|
|
Title:
|
Chief Compliance Officer
|
|
/s/ John Freese
|
|
Name:
|
John Freese
|
|
Title:
|
Deputy General Counsel
|
January 3, 2019
Date
Page 1 of 12
Exhibit 99.2
Joint Filer Information
|
Name of Joint Filer:
|
HCN LP
|
|
Address of Joint Filer:
|
c/o Bardin Hill Investment Partners 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):
|
December 31, 2018
|
|
Designated Filer:
|
Bardin Hill Investment Partners LP
|
|
Signature:
|
|
|
HCN LP
|
|
|
By: Bardin Hill Investment Partners LP, its Manager
|
|
|
/s/ Suzanne McDermott
|
|
|
Name:
|
Suzanne McDermott
|
|
Title:
|
Chief Compliance Officer
|
|
/s/ John Freese
|
|
Name:
|
John Freese
|
|
Title:
|
Deputy General Counsel
|
January 3, 2019
Date
Page 2 of 12
Exhibit 99.2
Joint Filer Information
|
Name of Joint Filer:
|
HCN GP LLC
|
|
Address of Joint Filer:
|
c/o Bardin Hill Investment Partners 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):
|
December 31, 2018
|
|
Designated Filer:
|
Bardin Hill Investment Partners LP
|
|
Signature:
|
|
|
HCN GP LLC
|
|
|
/s/ Suzanne McDermott
|
|
Name:
|
Suzanne McDermott
|
|
Title:
|
Chief Compliance Officer
|
|
/s/ John Freese
|
|
Name:
|
John Freese
|
|
Title:
|
Deputy General Counsel
|
January 3, 2019
Date
Page 3 of 12
Exhibit 99.2
Joint Filer Information
|
Name of Joint Filer:
|
Halcyon Mount Bonnell Fund LP
|
|
Address of Joint Filer:
|
c/o Bardin Hill Investment Partners 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):
|
December 31, 2018
|
|
Designated Filer:
|
Bardin Hill Investment Partners LP
|
|
Signature:
|
|
|
Halcyon Mount Bonnell Fund LP
|
|
|
By: Bardin Hill Investment Partners LP, its Manager
|
|
|
/s/ Suzanne McDermott
|
|
|
Name:
|
Suzanne McDermott
|
|
Title:
|
Chief Compliance Officer
|
|
/s/ John Freese
|
|
Name:
|
John Freese
|
|
Title:
|
Deputy General Counsel
|
January 3, 2019
Date
Page 4 of 12
Exhibit 99.2
Joint Filer Information
|
Name of Joint Filer:
|
Bardin Hill Event-Driven Master Fund LP
|
|
Address of Joint Filer:
|
c/o Bardin Hill Investment Partners 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):
|
December 31, 2018
|
|
Designated Filer:
|
Bardin Hill Investment Partners LP
|
|
Signature:
|
|
|
Bardin Hill Event-Driven Master Fund LP
|
|
|
By: Bardin Hill Investment Partners LP, its Manager
|
|
|
/s/ Suzanne McDermott
|
|
|
Name:
|
Suzanne McDermott
|
|
Title:
|
Chief Compliance Officer
|
|
/s/ John Freese
|
|
Name:
|
John Freese
|
|
Title:
|
Deputy General Counsel
|
January 3, 2019
Date
Page 5 of 12
Exhibit 99.2
Joint Filer Information
|
Name of Joint Filer:
|
Bardin Hill Fund GP LLC
|
|
Address of Joint Filer:
|
c/o Bardin Hill Investment Partners 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):
|
December 31, 2018
|
|
Designated Filer:
|
Bardin Hill Investment Partners LP
|
|
Signature:
|
|
|
Bardin Hill Fund GP LLC
|
|
|
/s/ Suzanne McDermott
|
|
Name:
|
Suzanne McDermott
|
|
Title:
|
Chief Compliance Officer
|
|
/s/ John Freese
|
|
Name:
|
John Freese
|
|
Title:
|
Deputy General Counsel
|
January 3, 2019
Date
Page 6 of 12
Exhibit 99.2
Joint Filer Information
|
Name of Joint Filer:
|
Halcyon Energy, Power & Infrastructure Capital Holdings LLC
|
|
Address of Joint Filer:
|
c/o Bardin Hill Investment Partners 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):
|
December 31, 2018
|
|
Designated Filer:
|
Bardin Hill Investment Partners LP
|
|
Signature:
|
|
|
Halcyon Energy, Power & Infrastructure Capital Holdings LLC
|
|
|
By: Bardin Hill Investment Partners LP, its Manager
|
|
|
/s/ Suzanne McDermott
|
|
|
Name:
|
Suzanne McDermott
|
|
Title:
|
Chief Compliance Officer
|
|
/s/ John Freese
|
|
Name:
|
John Freese
|
|
Title:
|
Deputy General Counsel
|
January 3, 2019
DatePage 7 of 12
Exhibit 99.2
Joint Filer Information
|
Name of Joint Filer:
|
First Series of HDML Fund I LLC
|
|
Address of Joint Filer:
|
c/o Bardin Hill Investment Partners 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):
|
December 31, 2018
|
|
Designated Filer:
|
Bardin Hill Investment Partners LP
|
|
Signature:
|
|
|
First Series of HDML Fund I LLC
|
|
|
By: Bardin Hill Investment Partners LP, its Manager
|
|
|
/s/ Suzanne McDermott
|
|
Name:
|
Suzanne McDermott
|
|
Title:
|
Chief Compliance Officer
|
|
/s/ John Freese
|
|
Name:
|
John Freese
|
|
Title:
|
Deputy General Counsel
|
January 3, 2019
Date
Page 8 of 12
Exhibit 99.2
Joint Filer Information
|
Name of Joint Filer:
|
Avinash Kripalani
|
|
Address of Joint Filer:
|
c/o Bardin Hill Investment Partners 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):
|
December 31, 2018
|
|
Designated Filer:
|
Bardin Hill Investment Partners LP
|
Signature:
|
/s/ Avinash Kripalani
|
|
Name:
|
Avinash Kripalani
|
January 3, 2019
Date
Page 9 of 12
Exhibit 99.2
Joint Filer Information
|
Name of Joint Filer:
|
Kevah Konner
|
|
Address of Joint Filer:
|
c/o Bardin Hill Investment Partners 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):
|
December 31, 2018
|
|
Designated Filer:
|
Bardin Hill Investment Partners LP
|
|
Signature:
|
|
|
/s/ Kevah Konner
|
|
Name:
|
Kevah Konner
|
|
Title:
|
Senior Managing Principal, Chief Risk Officer and Portfolio Manager
|
January 3, 2019
Date
Page 10 of 12
Exhibit 99.2
Joint Filer Information
|
Name of Joint Filer:
|
Jason Dillow
|
|
Address of Joint Filer:
|
c/o Bardin Hill Investment Partners 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):
|
December 31, 2018
|
|
Designated Filer:
|
Bardin Hill Investment Partners LP
|
|
Signature:
|
|
|
/s/ Jason Dillow
|
|
Name:
|
Jason Dillow
|
|
Title:
|
Chief Executive Officer and Chief Investment Officer
|
January 3, 2019
Date
Page 11 of 12
Exhibit 99.2
Joint Filer Information
|
Name of Joint Filer:
|
John Greene
|
|
Address of Joint Filer:
|
c/o Bardin Hill Investment Partners 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):
|
December 31, 2018
|
|
Designated Filer:
|
Bardin Hill Investment Partners LP
|
|
Signature:
|
|
|
/s/ John Greene
|
|
Name:
|
John Greene
|
|
Title:
|
Portfolio Manager and Managing Principal
|
January 3, 2019
Date
Page 12 of 12