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Form 4 NextDecade Corp. For: Apr 11 Filed by: Gallo David

April 13, 2018 9:20 PM EDT
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 *
VALINOR MANAGEMENT, L.P.
(Last) (First) (Middle)
510 MADISON AVENUE
25TH FLOOR
(Street)
NEW YORK NY 10022
(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)
04/11/2018
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 04/11/2018   A   12,918 (1) A (1) 4,510,949 (2) D  
Common Stock, $ 0.0001 par value 04/11/2018   A   36,753 (1) A (1) 12,834,707 (3) D  
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
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).
Remarks:
Exhibit 99.1 and Exhibit 99.2 (Joint Filer Information) are incorporated herein by reference.  This Form 4 is filed by Designated Filer Valinor Management LP.
/s/ Valinor Management, L.P. By: /s/ David Angstreich Name: David Angstreich Title: Chief Operating Officer 04/13/2018
** 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:
Valinor Management L.P.
 
510 Madison Avenue, 25th Floor
 
New York, NY 10022
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction to be Reported
  
(Month/Day/Year):
April 11, 2018

Footnotes to Form 4

(1)  Represents the number of shares payable by the Issuer as the backstop fee pursuant to that certain Backstop Agreement, dated April 11, 2018, by and between Valinor Management, L.P. (“Valinor Management”) and the Issuer entered into in connection with a private offering by the Issuer of convertible preferred equity and warrants.

(2)  Represents 4,510,949 shares directly held by Valinor Capital Partners, L.P. (“Valinor Capital”) (including 685,784 shares issuable pursuant to that certain Agreement and Plan of Merger, dated April 17, 2017, by and among Harmony Merger Corporation, Harmony Merger Sub, LLC, NextDecade, LLC and certain members of NextDecade, LLC and entities affiliated with such members (the “Merger Agreement”) upon the satisfaction of certain milestones).   Valinor Management serves as investment manager to Valinor Capital. David Gallo is the Founder, Managing Partner, and Portfolio Manager of Valinor Management and is the managing member of Valinor Associates, LLC (“Associates”), which serves as general partner to Valinor Capital.  Each of Valinor Management, Associates and David Gallo may be deemed to beneficially own the securities held by Valinor Capital and each of Valinor Management, Associates and David Gallo disclaims beneficial ownership of the reported shares, except to the extent of its or his pecuniary interest.

(3)  Represents 12,834,707 shares directly held by Capital Partners Offshore Master (including 1,862,143 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones).  Valinor Management serves as investment manager to Capital Partners Offshore Master.  David Gallo is the Founder, Managing Partner, and Portfolio Manager of Valinor Management and is the managing member of Associates, which serves as general partner to Capital Partners Offshore Master.  Each of Valinor Management, Associates, and David Gallo may be deemed to beneficially own the securities held by Capital Partners Offshore Master and each of Valinor Management, Associates and David Gallo disclaims beneficial ownership of the reported shares, except to the extent of its or his pecuniary interest.
 
1
Joint Filer Information
 
Name of Joint Filer:
Valinor Capital Partners Offshore Master Fund, L.P.
   
Address of Joint Filer:
c/o Valinor Management L.P.
510 Madison Avenue, 25th Floor
 
New York, NY 10022
   
Relationship of Joint Filer to Issuer:
10% Owner; Director
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction to be Reported
  
(Month/Day/Year):
April 11, 2018
   
Designated Filer:
Valinor Management L.P.

Signature:

Valinor Capital Partners Offshore Master Fund, L.P.
 
/s/ David Angstreich  
Name:
David Angstreich
Title:
Chief Operating Officer
 
April 13, 2018
 
Date
 
 
2
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
David Gallo
   
Address of Joint Filer:
c/o Valinor Management L.P.
 
510 Madison Avenue, 25th Floor
 
New York, NY 10022
   
Relationship of Joint Filer to Issuer:
Director; 10% Owner
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction to be Reported
(Month/Day/Year):
April 11, 2018
   
Designated Filer:
Valinor Management L.P.
 
Signature:

/s/ David Gallo  
Name:
David Gallo
 
April 13, 2018
 
Date
 
1
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Valinor Associates, LLC
   
Address of Joint Filer:
510 Madison Avenue, 25th Floor
 
New York, NY 10022
   
Relationship of Joint Filer to Issuer:
10% Owner; Director
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction to be Reported
(Month/Day/Year):
April 11, 2018
   
Designated Filer:
Valinor Management L.P.
   

Signature:
 
Valinor Associates, LLC
  
   
/s/ David Angstreich  
Name:
David Angstreich
Title:
Chief Operating Officer
 
April 13, 2018
 
Date
 
2
Exhibit 99.2

Joint Filer Information
 
Name of Joint Filer:
Valinor Management, L.P.
   
Address of Joint Filer:
c/o Valinor Management L.P.
 
510 Madison Avenue, 25th Floor
 
New York, NY 10022
   
Relationship of Joint Filer to Issuer:
10% Owner; Director
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction to be Reported:
April 11, 2018
   
Designated Filer:
Valinor Management L.P.

Signature:
 
Valinor Management, L.P.
  
   
/s/ David Angstreich
Name:
David Angstreich
Title:
Chief Operating Officer
 
April 13, 2018
 
Date
 
3
Exhibit 99.2

Joint Filer Information
 
Name of Joint Filer:
Valinor Capital Partners, L.P.
   
Address of Joint Filer:
510 Madison Avenue, 25th Floor
 
New York, NY 10022
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Event Requiring
  
Statement (Month/Day/Year):
April 11, 2018
   
Designated Filer:
Valinor Management L.P.

Signature:
 
Valinor Capital Partners, L.P.
  
 
/s/ David Angstreich  
Name:
David Angstreich
Title:
Chief Operating Officer
 
April 13, 2018
 
Date
 
 
4

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