| 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) 11/06/2020 | ||||||||||||||||||||||||||
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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 | 11/06/2020 | J | 3,535,717(2) | D | $0 | 54,337,479(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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| 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 (Signatures and Joint Filer Information) are incorporated herein by reference. |
| See Exhibit 99.2 | 11/10/2020 | |
| ** 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
(Month/Day/Year):
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November 6, 2020
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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”); Dinan Management, L.L.C. (“Dinan
Management”); Thanasi Skafidas; and William Vrattos.
(2) On November 6, 2020, York Capital made a distribution in kind, on a pro rata basis, for no additional consideration, of 3,535,717 Shares to a certain limited partner in accordance with the applicable terms of
York Capital’s relevant fund agreements.
(3) Represents 5,705,260 shares directly held by York Capital, 11,751,923 shares directly held by York Credit Opportunities Fund, L.P., 8,161,422 shares held directly held by York Select Strategy Master Fund, L.P.
(“York Select Strategy”), 12,628,348 shares directly held by York Credit Opportunities Master Fund, L.P. (“York Credit Opportunities Master”), 2,522,723 shares directly held by York European Distressed Credit Fund II, L.P. (“York European Fund”),
and 13,567,803 shares directly held by York Multi-Strategy Master Fund, L.P. (“York Multi-Strategy”).
(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. Vrattos, Partner and Co-Chief Investment Officer at York Capital, and Mr. Skafidas, analyst at York Capital, are each members of the board of directors of the Issuer.
(5) Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest.
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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York Capital Management Global Advisors, LLC
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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 to be Reported (Month/Day/Year):
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November 6, 2020
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Designated Filer: York Capital Management Global Advisors, LLC
Signature:
York Capital Management Global Advisors, LLC
By: Dinan Management, L.L.C., its general partner
| /s/ Richard Swanson | |
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Name: Richard Swanson
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Title: Chief Legal Officer
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November 10, 2020
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Date
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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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c/o York Capital Management Global Advisors
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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 to be Reported (Month/Day/Year):
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November 6, 2020
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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 Swanson | |
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Name: Richard Swanson
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Title: Chief Legal Officer
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November 10, 2020
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Date
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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 Global Advisors
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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 to be Reported (Month/Day/Year):
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November 6, 2020
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Designated Filer:York Capital Management Global Advisors, LLC
Signature:
Dinan Management, L.L.C.
| /s/ Richard Swanson | |
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Name: Richard Swanson
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Title: Chief Legal Officer
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November 10, 2020
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Date
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Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Thanasi Skafidas
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Address of Joint Filer:
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c/o York Capital Management Global Advisors
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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 to be Reported (Month/Day/Year):
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November 6, 2020
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Designated Filer: York Capital Management Global Advisors, LLC
Signature:
| /s/ Thanasi Skafidas | |
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Name: Thanasi Skafidas
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November 10, 2020
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Date
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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 Global Advisors
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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 to be Reported (Month/Day/Year):
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November 6, 2020
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Designated Filer:
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York Capital Management Global Advisors, LLC
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Signature:
| /s/ William Vrattos | |
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Name: William Vrattos
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November 10, 2020
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Date
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