Form 4 NextDecade Corp. For: May 24 Filed by: York Capital Management Global Advisors, LLC

May 26, 2022 8:57 PM EDT

Get inside Wall Street with StreetInsider Premium. Claim your 1-week free trial here.
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
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 *
York Capital Management Global Advisors, LLC

(Last) (First) (Middle)
767 FIFTH AVENUE
17TH FLOOR

(Street)
NEW YORK NY 10153

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/24/2022
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 05/24/2022   M   124,647 A (4) 54,462,126 I See notes (1) (2) (3)
Common Stock, $ 0.0001 par value 05/24/2022   F   182 D (4) 54,461,944 (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 B Warrants $ 0.01 05/24/2022   M     124,647 (4) 05/24/2022 05/24/2022 Common Stock, $ 0.0001 par value 124,647 (4) (4) 0 I See footnotes (1) (2) (3)
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. York Capital Management Global Advisors LLC is the Designated Filer.
See Exhibit 99.2 for Signatures 05/26/2022
** 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: 
York Capital Management Global Advisors LLC
 
767 Fifth Avenue
 
New York, NY 10153
 
 
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
 
 
Date of Earliest Transaction to be Reported (Month/Day/Year):
May 24, 2022

Footnotes to Form 4

(1) This statement is being filed by the following Reporting Persons: York Capital Management Global Advisors LLC (“YGA”); York Tactical Energy Fund PIV-AN, L.P. (“York Tactical PIV-AN”); York Tactical Energy Fund, L.P. (“York Tactical”); York Tactical Energy Holdings, LLC (“York Tactical Holdings”); and William Vrattos.

(2) YGA is the sole managing member of York Tactical Holdings, which in turn is the general partner of York Tactical PIV-AN and York Tactical. Mr. Vrattos is Managing Partner and Chief Investment Officer at YGA and a director of the Issuer.

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

(4)  On May 24, 2022, YGA exercised on cashless basis Series B Warrants to purchase 124,647 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 B Warrant Agreements, dated May 24, 2019, filed as Exhibits 10.27 and 10.28 to Amendment No. 7 to Schedule 13D filed by the Reporting Persons on May 29, 2019. The Issuer withheld 182 shares representing the aggregate exercise price and issued the remaining 124,465 shares as follows: 82,977 to York Tactical PIV-AN; and 41,488 to York Tactical.

(5) Represents shares directly held following the reported transactions as follows: 5,705,260 by York Capital Management, L.P., 8,161,422 by York Select Strategy Master Fund, L.P.; 12,628,348 by York Credit Opportunities Investments Master Fund, L.P.; 2,522,723 by York European Distressed Credit Fund II, L.P.; 13,567,803 by York Multi-Strategy Master Fund, L.P., 41,488 by York Tactical; and 82,977 by York Tactical PIV-AN.





Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
York Capital Management Global Advisors, LLC

Address of Joint Filer:
767 Fifth Avenue, 17th Floor
New York, NY 10153

Relationship of Joint Filer to Issuer:
Director, 10% Owner

Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]

Date of Earliest Transaction Required
to be Reported (Month/Day/Year):
May 24, 2022

Designated Filer:
York Capital Management Global Advisors, LLC

Signature:

York Capital Management Global Advisors, LLC

/s/ Brian Traficante

Name:  Brian Traficante
Title:   General Counsel and Chief Compliance Officer

May 26, 2022
Date
 

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
York Tactical Energy Fund PIV-AN, L.P..

Address of Joint Filer:
c/o York Capital Management, L.P.
767 Fifth Avenue, 17th Floor
New York, NY 10153

Relationship of Joint Filer to Issuer:
Director, 10% Owner

Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]

Date of Earliest Transaction Required
to be Reported (Month/Day/Year):
May 24, 2022

Designated Filer:
York Capital Management Global Advisors, LLC

Signature:

York Tactical Energy Fund PIV-AN, L.P..
By: York Tactical Energy Holdings, LLC, its genera partner

/s/ Brian Traficante

Name:  Brian Traficante
Title:   General Counsel and Chief Compliance Officer

May 26, 2022
Date
 

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
York Tactical Energy Fund, L.P..

Address of Joint Filer:
c/o York Capital Management, L.P.
767 Fifth Avenue, 17th Floor
New York, NY 10153

Relationship of Joint Filer to Issuer:
Director, 10% Owner

Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]

Date of Earliest Transaction Required
to be Reported (Month/Day/Year):
May 24, 2022

Designated Filer:
York Capital Management Global Advisors, LLC

Signature:

York Tactical Energy Fund, L.P..
By: York Tactical Energy Holdings, LLC, its general partner

/s/ Brian Traficante

Name:  Brian Traficante
Title:   General Counsel and Chief Compliance Officer

May 26, 2022
Date
 

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
York Tactical Energy Holdings, LLC

Address of Joint Filer:
c/o York Capital Management, L.P.
767 Fifth Avenue, 17th Floor
New York, NY 10153

Relationship of Joint Filer to Issuer:
Director, 10% Owner

Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]

Date of Earliest Transaction Required
to be Reported (Month/Day/Year):
May 24, 2022

Designated Filer:
York Capital Management Global Advisors, LLC

Signature:

York Tactical Energy Holdings, LLC

/s/ Brian Traficante

Name:  Brian Traficante
Title:   General Counsel and Chief Compliance Officer

May 26, 2022
Date
 

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
William Vrattos

Address of Joint Filer:
c/o York Capital Management, L.P.
767 Fifth Avenue, 17th Floor
New York, NY 10153

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):
May 24, 2022

Designated Filer:
York Capital Management Global Advisors, LLC

Signature:

/s/ William Vrattos

Name:  William Vrattos

May 26, 2022
Date
 




Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings

Related Entities

York Capital Management