NextDecade (NEXT) Form 4 Harmony Merger / ERIC ROSENFELD ownership change

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^*

ROSENFELD ERIC

(Last) (First) (Middle)

HARMONY MERGER CORP.

777 THIRD AVENUE, 37TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Harmony Merger Corp. [ HRMNU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/27/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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(1)	03/27/2015		P		7,600	A	(2)	41,971	D
Common Stock(1)	03/27/2015		P		5,000	A	(3)	46,971	D
Common Stock								1,525,566	D
Common Stock(1)								30,000	I	By Rosenfeld Children's Successor Trust
Common Stock								60,000	I	by Rosenfeld children's Successor Trust

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
Redeemable Warrant(1)	$11.5	03/27/2015		P		7,600		(4)	(5)	Common Stock	41,971	(2)	41,971	D
Redeemable Warrant(1)	$11.5	03/27/2015		P		5,000		(4)	(5)	Common Stock	46,971	(3)	46,971	D
Redeemable Warrant(1)	$11.5							(4)	(5)	Common Stock	30,000		30,000	I	by Rosenfeld Children's Successor Trust

Explanation of Responses:

1. Represents securities underlying units of the Issuer ("Unit"). Each Unit consists of one share of common stock and one redeemable warrant ("Warrant") to purchase one share of common stock.

2. 7,600 Units were transfered to Mr. Rosenfeld from Mr. Schlemm as a result of the exercise of the over-allotment option by the underwriter in full.

3. Mr. Rosenfeld purchased an aggregate of 5,000 Units of the issuer for $10.00 per Unit on a private placement basis simultaneously with the exercise of the over-allotment option.

4. Each Warrant will become exercisable on the later of 30 days after the completion of an initial business combination and March 23, 2016.

5. Each Warrant will expire five years after the completion of an initial business combination, or earlier upon redemption.

Remarks:

	/s/ Eric S. Rosenfeld	03/30/2015
	** 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).
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