| | | | | | | | | | | | | | | | | | | | | |
Ownership Document |
Schema Version: X0508 |
Document Type: 4 |
Period of Report: 3/22/24 |
Issuer: |
| Issuer CIK: 1612720 |
| Issuer Name: NextDecade Corp. |
| Issuer Trading Symbol: NEXT |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1480532 |
| | Owner Name: York Capital Management Global Advisors, LLC |
| Reporting Owner Address: |
| | Owner Street 1: 1330 AVENUE OF THE AMERICAS |
| | Owner Street 2: 20TH FLOOR |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10019 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Ten Percent Owner? Yes |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 879074 |
| | Owner Name: YORK CAPITAL MANAGEMENT L P |
| Reporting Owner Address: |
| | Owner Street 1: 350 PARK AVE |
| | Owner Street 2: FL 25 |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10022-6022 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Ten Percent Owner? Yes |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1460936 |
| | Owner Name: YORK CREDIT OPPORTUNITIES FUND LP |
| Reporting Owner Address: |
| | Owner Street 1: 767 FIFTH AVENUE |
| | Owner Street 2: 17TH FLOOR |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10153 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Ten Percent Owner? Yes |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1713086 |
| | Owner Name: York Credit Opportunities Investment Master Fund, L.P. |
| Reporting Owner Address: |
| | Owner Street 1: C/O YORK CAPITAL MANAGEMENT |
| | Owner Street 2: 767 FIFTH AVE., 17TH FL. |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10153 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Ten Percent Owner? Yes |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1639573 |
| | Owner Name: York European Distressed Credit Fund II, L.P. |
| Reporting Owner Address: |
| | Owner Street 1: 190 ELGIN AVENUE, GEORGE TOWN |
| | Owner Street 2: |
| | Owner City: GRAND CAYMAN |
| | Owner State: E9 |
| | Owner ZIP Code: KY1-9005 |
| | Owner State Description: CAYMAN ISLANDS |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Ten Percent Owner? Yes |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1713084 |
| | Owner Name: York Multi-Strategy Master Fund, L.P. |
| Reporting Owner Address: |
| | Owner Street 1: C/O YORK CAPITAL MANAGEMENT |
| | Owner Street 2: 767 FIFTH AVE., 17TH FL. |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10153 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Ten Percent Owner? Yes |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1763003 |
| | Owner Name: York Tactical Energy Fund, L.P. |
| Reporting Owner Address: |
| | Owner Street 1: 767 FIFTH AVENUE |
| | Owner Street 2: 17TH FLOOR |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10153 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Ten Percent Owner? Yes |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1777593 |
| | Owner Name: York Tactical Energy Fund PIV-AN L.P. |
| Reporting Owner Address: |
| | Owner Street 1: C/O YORK CAPITAL MANAGEMENT GLOBAL |
| | Owner Street 2: ADVISORS, LLC, 767 FIFTH AVE., 17TH FL. |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10153 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Ten Percent Owner? Yes |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1713106 |
| | Owner Name: Dinan Management L.L.C. |
| Reporting Owner Address: |
| | Owner Street 1: C/O YORK CAPITAL MANAGEMENT, L.P. |
| | Owner Street 2: 1330 AVENUE OF THE AMERICAS, 20TH FLOOR |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10019 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Ten Percent Owner? Yes |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1713098 |
| | Owner Name: Vrattos William C |
| Reporting Owner Address: |
| | Owner Street 1: YORK CAPITAL MANAGEMENT |
| | Owner Street 2: 767 FIFTH AVE., 17TH FL. |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10153 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
Aff 10b5 One? No |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock, $ 0.0001 par value |
| | Transaction Date: |
| | | Value: 3/22/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 436,861 |
| | | Transaction Price Per Share: |
| Footnote ID: F4 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 57,774,896 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See notes |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock, $ 0.0001 par value |
| | Transaction Date: |
| | | Value: 3/22/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: F |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 794 |
| | | Transaction Price Per Share: |
| Footnote ID: F4 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 57,774,102 |
| Footnote ID: F5 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See notes |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Series C Warrants |
| | Conversion or Exercise Price: |
| | | Value: 0.01 |
| | Transaction Date: |
| | | Value: 3/22/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 436,861 |
| Footnote ID: F4 |
| | | Transaction Price Per Share: |
| Footnote ID: F4 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Value: 3/22/24 |
| | Expiration Date: |
| | | Value: 3/22/24 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock, $ 0.0001 par value |
| | | Underlying Security Shares: |
| Value: 436,861 |
| Footnote ID: F4 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See footnotes |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
Footnotes: |
| Footnote - F1: See Exhibit 99.1 for text of footnote (1). |
| Footnote - F2: See Exhibit 99.1 for text of footnote (2). |
| Footnote - F3: See Exhibit 99.1 for text of footnote (3). |
| Footnote - F4: See Exhibit 99.1 for text of footnote (4). |
| Footnote - F5: 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. York Capital Management Global Advisors LLC is the Designated Filer. |
Owner Signature: |
| Signature Name: See Exhibit 99.2 for Signatures |
| Signature Date: 3/26/24 |