NextDecade Corporation

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of class of securities)

65342K105

(CUSIP number)

(Name, address and telephone number of person authorized to receive notices and communications)

March 17, 2021

(Date of event which requires filing of this statement)

Schedule 13D
CUSIP No. 65342K105

Item 2.

Identity and Background.

•

6,078,294 Shares beneficially owned directly by York Capital Management, L.P., a Delaware limited partnership (“York Capital”), comprised of 5,705,260 Shares and 373,034 Shares issuable upon (i) the conversion of 2,502 shares of the Issuer’s Series A Convertible Preferred Stock (“Series A Preferred Shares”), pursuant to the Certificate of Designations, dated August 9, 2018 (the “Series A Certificate of Designations”), and (ii) the exercise of 39,434 warrants, pursuant to the Warrant Agreement, by and between the Issuer and YGA, dated August 9, 2018 (the “Series A Warrant Agreement” and such warrants, the “Series A Warrants”);

•

8,161,422 Shares beneficially owned directly by York Select Strategy Master Fund, L.P., a Cayman Islands exempted limited partnership (“York Select Strategy”);

•

12,226,201 Shares beneficially owned directly by York Credit Opportunities Fund, L.P., a Delaware limited partnership (“York Credit Opportunities”), comprised of 11,751,923 Shares and 424,133 Shares issuable upon (i) conversion of 3,181 Series A Preferred Shares pursuant to the Series A Certificate of Designations and (ii) the exercise of 50,145 Series A Warrants pursuant to the Series A Warrant Agreement;

•

13,138,392 Shares beneficially owned directly by York Credit Opportunities Investments Master Fund, L.P., a Cayman limited partnership (“York Credit Opportunities Master”), comprised of 12,628,348 Shares and 456,133 Shares issuable upon (i) conversion of 3,421 Series A Preferred Shares pursuant to the Series A Certificate of Designations and (ii) the exercise of 53,911 Series A Warrants pursuant to the Series A Warrant Agreement;

•

2,624,697 Shares beneficially owned directly by York European Distressed Credit Fund II, L.P., a Delaware limited partnership (“York European Fund”), comprised of 2,522,723 Shares and 91,200 Shares issuable upon (i) conversion of 684 Series A Preferred Shares pursuant to the Certificate of Designations and (ii) the exercise of 10,774 Series A Warrants pursuant to the Series A Warrant Agreement;

•

14,115,976 Shares beneficially owned directly by York Multi-Strategy Master Fund, L.P., a Cayman Islands exempted limited partnership (“York Multi-Strategy”), comprised of 13,567,803 Shares and 548,173 Shares issuable upon (i) conversion of 2,911 Series A Preferred Shares pursuant to the Certificate of Designations and (ii) the exercise of 57,906 Series A Warrants pursuant to the Series A Warrant Agreement;

•

309,716 Shares beneficially owned directly by York Tactical Energy Fund L.P., a Delaware limited partnership (“York Tactical”), comprised of 309,716 Shares issuable upon (i) conversion of 2,054 Series B Preferred Shares and (ii) exercise of 35,849 Series B Warrants; and

•

619,832 Shares beneficially owned directly by York Tactical Energy Fund PIV-AN L.P., a Delaware limited partnership (“York Tactical PIV-AN” and together with York Tactical, York Capital, York Credit Opportunities, York Credit Opportunities Master, York European Fund, and York Multi-Strategy, the “Series C Preferred Participants” and Series C Preferred Participants together with York Select Strategy, the “York Funds”), comprised of 619,832 Shares issuable upon (i) conversion of 4,111 Series B Preferred Shares and 71,699 Series B Warrants.

Item 4.

Purpose of Transaction.

	York Capital Management Global Advisors, LLC
	By:	/s/ Brian Traficante
		Name:  Brian Traficante
		Title:    General Counsel and Chief Compliance Officer

	Name		Title		Principal Business Address		Principal Occupation		Citizenship
	James G. Dinan		Chief Executive Officer		767 Fifth Avenue 17th Fl. New York, New York 10153		Investment management		USA
	William Vrattos		Co-Chief Investment Officer		767 Fifth Avenue 17th Fl. New York, New York 10153		Investment management		USA
	John Fosina		Chief Financial Officer		767 Fifth Avenue 17th Fl. New York, New York 10153		Investment management		USA

	NEXTDECADE CORPORATION
	By:	/s/ Matthew Schatzman
	Name: Matthew Schatzman
	Title: Chief Executive Officer

	PURCHASER
	YORK CAPITAL MANAGEMENT, L.P.
	By:

	Name:
	Title:

	PURCHASER
	YORK MULTI-STRATEGY MASTER FUND, L.P.
	By:

	Name:
	Title:

	PURCHASER
	YORK CREDIT OPPORTUNITIES FUND, L.P.
	By:

	Name:
	Title:

	PURCHASER
	YORK CREDIT OPPORTUNITIES INVESTMENTS MASTER FUND, L.P.
	By:

	Name:
	Title:

	PURCHASER
	YORK EUROPEAN DISTRESSED ASSET FUND II, L.P.
	By:

	Name:
	Title:

	PURCHASER
	YORK TACTICAL ENERGY FUND, L.P.
	By:

	Name:
	Title:

	PURCHASER
	YORK TACTICAL ENERGY FUND PIV-AN, L.P.
	By:

	Name:
	Title:

Purchaser		Number of Shares to be Purchased				Aggregate Purchase Price				Origination Fee Shares
York Capital Management, L.P.			863			$	863,000				17
York Multi-Strategy Master Fund, L.P.			1,137			$	1,137,000				23
York Credit Opportunities Fund, L.P.			1,400			$	1,400,000				28
York Credit Opportunities Investments Master Fund, L.P.			1,600			$	1,600,000				32
York European Distressed Asset Fund II, L.P.			2,000			$	2,000,000				40
York Tactical Energy Fund, L.P.			1,667			$	1,666,667				33
York Tactical Energy Fund PIV-AN, L.P.			3,333			$	3,333,333				67
TOTAL			12,000			$	12,000,000				240

	TRANSFEREE WHO BECOMES A PURCHASER
	[NAME]
	as a Purchaser
	Name:

Name of Transferor		Name of Transferee
Authorized Signatory of Transferor		Authorized Signatory of Transferee
(Type or Print Name and Title of Authorized Signatory)		(Type or Print Name and Title of Authorized Signatory)
		Address of Transferee:
		Attn:
		Tel:
		Fax:
		E-mail:

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