UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G*
Under the Securities Exchange Act of 1934
NEXTDECADE CORPORATION
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
65342K105
(CUSIP Number)
October 22, 2019
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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 13G
| CUSIP No. 65342K105 |
| 1 | Names of Reporting Persons
Raymond Eisbrenner | |||||
| 2 | Check the appropriate box if a member of a Group (see instructions) (a) ☐ (b) ☐
| |||||
| 3 | Sec Use Only
| |||||
| 4 | Citizenship or Place of Organization
Texas | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
8,714,132 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
8,714,132 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,714,132 | |||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ | |||||
| 11 | Percent of class represented by amount in row (9)
7.88%1 | |||||
| 12 | Type of Reporting Person (See Instructions)
IN | |||||
| 1 | In computing the percentage ownership, the reporting person has assumed that there are 110,535,922 shares of common stock outstanding, as reported by NextDecade Corporation in its Quarterly Report on Form 10-Q for the period ended June 30, 2019. |
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| Item 1. | |
| (a) | Name of Issuer: NextDecade Corporation |
| (b) | Address of Issuer’s Principal Executive Offices: 1000 Louisiana Street, Suite 3900, Houston, Texas 77002 |
| Item 2. | |
| (a) | Name of Person Filing: Raymond Eisbrenner |
| (b) | Address of Principal Business Office or, if None, Residence: 214 N. Tranquil Path, The Woodlands, Texas 77380 |
| (c) | Citizenship: Texas |
| (d) | Title and Class of Securities: Common Stock, $0.0001 par value |
| (e) | CUSIP No.: 65342K105 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | [ ] | Broker or dealer registered under Section 15 of the Act; | ||||
| (b) | [ ] | Bank as defined in Section 3(a)(6) of the Act; | ||||
| (c) | [ ] | Insurance company as defined in Section 3(a)(19) of the Act; | ||||
| (d) | [ ] | Investment company registered under Section 8 of the Investment Company Act of 1940; | ||||
| (e) | [ ] | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | ||||
| (f) | [ ] | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | ||||
| (g) | [ ] | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | ||||
| (h) | [ ] | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||
| (i) | [ ] | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; | ||||
| (j) | [ ] | A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); | ||||
| (k) | [ ] | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | ||||
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| Item 4. | Ownership |
| (a) | Amount Beneficially Owned: 8,714,132 |
| (b) | Percent of Class: |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 8,714,132 |
| (ii) | Shared power to vote or to direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: 8,714,132 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
| Item 6. | Ownership of more than Five Percent on Behalf of Another Person. |
Ms. Kathleen Eisbrenner passed away on May 9, 2019, and Mr. Raymond Eisbrenner was subsequently appointed as the sole executor of her estate. Prior to her death, Ms. Eisbrenner owned 8,685,633 shares and Mr. Eisbrenner owned 28,449 shares. Under applicable community property laws in the state of Texas, Mr. Eisbrenner was deemed to own to 4,328,567 shares. On October 22, 2019, in his capacity as executor of the estate, Mr. Eisbrenner executed documents transferring title to 4,328,567 shares to himself and 4,357,066 shares to Ms. Eisbrenner’s estate.
| Item 7. | Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person. Not applicable. |
| Item 8. | Identification and classification of members of the group. Not applicable. |
| Item 9. | Notice of Dissolution of Group. Not applicable. |
| Item 10. | Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
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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.
| Dated: October 31, 2019 |
| /s/ Raymond Eisbrenner |
| Raymond Eisbrenner |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
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