SEC FORM 4 SEC Form 4
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*
Bardin Hill Investment Partners LP

(Last) (First) (Middle)
299 PARK AVE., 24TH FLOOR

(Street)
NEW YORK NY 10171

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NextDecade Corp. [ NEXT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/09/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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 08/09/2021 M 36,978 A $0.01 9,486,824 I See notes(1)(2)(3)
Common Stock, $ 0.0001 par value 08/09/2021 F 122 D $3.01 9,486,702(5) I See notes(1)(2)(3)
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
Series A Warrants $0.01 08/09/2021 M 36,978(4) (5) (5) Common Stock, $ 0.0001 par value 36,978(4) $0 0 I See footnotes(1)(2)(3)
1. Name and Address of Reporting Person*
Bardin Hill Investment Partners LP

(Last) (First) (Middle)
299 PARK AVE., 24TH FLOOR

(Street)
NEW YORK NY 10171

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HCN LP

(Last) (First) (Middle)
C/O BARDIN HILL INVESTMENT PARTNERS LP
299 PARK AVE., 24TH FLOOR

(Street)
NEW YORK NY 10171

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HCN GP LLC

(Last) (First) (Middle)
C/O BARDIN HILL INVESTMENT PARTNERS LP
299 PARK AVE., 24TH FLOOR

(Street)
NEW YORK NY 10171

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bardin Hill Event-Driven Master Fund LP

(Last) (First) (Middle)
C/O BARDIN HILL INVESTMENT PARTNERS LP
299 PARK AVE., 24TH FLOOR

(Street)
NEW YORK NY 10171

(City) (State) (Zip)
1. Name and Address of Reporting Person*
First Series of HDML Fund I, LLC

(Last) (First) (Middle)
C/O BARDIN HILL INVESTMENT PARTNERS LP
299 PARK AVE., 24TH FLOOR

(Street)
NEW YORK NY 10171

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bardin Hill Fund GP LLC

(Last) (First) (Middle)
C/O BARDIN HILL INVESTMENT PARTNERS LP
299 PARK AVE., 24TH FLOOR

(Street)
NEW YORK NY 10171

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Kripalani Avinash

(Last) (First) (Middle)
C/O BARDIN HILL INVESTMENT PARTNERS LP
299 PARK AVE., 24TH FLOOR

(Street)
NEW YORK NY 10171

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Greene John Winand JR

(Last) (First) (Middle)
C/O BARDIN HILL INVESTMENT PARTNERS LP
299 PARK AVE., 24TH FLOOR

(Street)
NEW YORK NY 10171

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Dillow Jason

(Last) (First) (Middle)
C/O BARDIN HILL INVESTMENT PARTNERS LP
299 PARK AVE., 24TH FLOOR

(Street)
NEW YORK NY 10171

(City) (State) (Zip)
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 and Signatures) are incorporated herein by reference. This Form 4 is filed by Designated Filer Bardin Hill Investment Partners LP.
See Exhibit 99.2 for Signatures 08/11/2021
** 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
 
299 Park Ave., 24th Floor
 
New York, NY 10171
 
 
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction to be Reported (Month/Day/Year):
August 9, 2021

Footnotes to Form 4

(1) This statement is being filed by the following Reporting Persons: HCN GP LLC (“HCN GP”), HCN LP (“HCN”), First Series of HDML Fund I LLC (“HDML”), Bardin Hill Event-Driven Master Fund LP (“Master Fund”), Bardin Hill Fund GP LLC (“Bardin Hill GP”), Bardin Hill Investment Partners LP (“Bardin Hill”), Avinash Kripalani, Jason Dillow, John Greene and Pratik Desai.

(2) HCN GP is the general partner of HCN. Bardin Hill GP is the general partner of Master Fund, Halcyon Mount Bonnell Fund LP (“Mount Bonnell”) and the investment member of HDML. Bardin Hill is the investment manager for each of HCN, HDML, Mount Bonnell, Halcyon Energy, Power and Infrastructure Capital Holdings LLC (“HEPI”) and Master Fund. Investment decisions of Bardin Hill are made by one or more of its portfolio managers, including Jason Dillow, John Greene and Pratik Desai, each of whom has individual decision-making authority.  Avinash Kripalani is a Partner at Bardin Hill and serves on the board of directors of the Issuer as Bardin Hill’s representative.

(3) Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of its, his or her pecuniary interest.

(4)  On August 9, 2021, Bardin Hill exercised Series A Warrants to purchase 36,978 shares of the Issuer’s common stock on behalf of certain of the Reporting Persons for $0.01 per share in accordance with the Series A Warrant Agreement, dated August 9, 2018, filed as Exhibit 4 to Amendment No. 4 to Schedule 13D filed by the Reporting Persons on August 13, 2018. The Issuer withheld 122 shares representing the aggregate exercise price and issued the remaining 36,856 shares as follows: 10,545 to HDML; 22,870 to HCN; and 3,441 to Master Fund.

(5) Represents shares held following the reported transactions as follows: 1,741,349 by HEPI; 658,258 by HDML; 4,113,065 by HCN; 332,852 by Master Fund; and 2,641,178 by Mount Bonnell.




Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Bardin Hill Investment Partners LP
   
Address of Joint Filer:
299 Park Ave., 24th Floor
 
New York, NY 10171
   
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):
August 9, 2021
   
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:
General Counsel
 
     
August 11, 2021
 
Date
 

Page 1 of 9

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
HCN LP
   
Address of Joint Filer:
c/o Bardin Hill Investment Partners LP
 
299 Park Ave., 24th Floor

New York, NY 10171
   
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):
August 9, 2021


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:
General Counsel
 
     
August 11, 2021
 
Date
 

Page 2 of 9

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
HCN GP LLC
   
Address of Joint Filer:
c/o Bardin Hill Investment Partners LP
 
299 Park Ave., 24th Floor

New York, NY 10171
   
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):
August 9, 2021
   
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:
General Counsel
 
     
August 11, 2021
 
Date
 

Page 3 of 9

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

299 Park Ave., 24th Floor
 
New York, NY 10171
   
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):
August 9, 2021
   
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:
General Counsel
 
     
August 11, 2021
 
Date
 

Page 4 of 9

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

299 Park Ave., 24th Floor
 
New York, NY 10171
   
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):
August 9, 2021
   
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:
General Counsel
 
     
August 11, 2021
 
Date
 

Page 5 of 9

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

299 Park Ave., 24th Floor
 
New York, NY 10171
   
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):
August 9, 2021


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:
General Counsel
 
     
August 11, 2021
 
Date
 

Page 6 of 9

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Avinash Kripalani
   
Address of Joint Filer:
c/o Bardin Hill Investment Partners LP

299 Park Ave., 24th Floor
 
New York, NY 10171
   
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):
August 9, 2021
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:

/s/ Avinash Kripalani
 
Name:
Avinash Kripalani
 
     
August 11, 2021
 
Date
 

Page 7 of 9

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
John Greene
   
Address of Joint Filer:
c/o Bardin Hill Investment Partners LP

299 Park Ave., 24th Floor
 
New York, NY 10171
   
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):
August 9, 2021
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:

/s/ John Greene
 
Name:
John Greene
 
Title:
Portfolio Manager
 
   
August 11, 2021
 
Date
 

Page 8 of 9

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Jason Dillow
   
Address of Joint Filer:
c/o Bardin Hill Investment Partners LP

299 Park Ave., 24th Floor
 
New York, NY 10171
   
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):
August 9, 2021
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:

/s/ Jason Dillow
 
Name:
Jason Dillow
 
Title:
Chief Investment Officer
 
   
August 11, 2021
 
Date
 


Page 9 of 9