NextDecade (NEXT) Form 4 NextDecade / Jason Dillow 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^*

Halcyon Capital Management LP

(Last) (First) (Middle)

477 MADISON AVENUE, 8TH 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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/09/2018

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	08/09/2018		A		9,432(3)	A	(3)	10,266,553(4)	I	See footnotes(1)(2)(5)

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 Convertible Preferred Stock	$7.5(6)	08/09/2018		A		1,681(7)		(8)	08/09/2028	Common Stock, $ 0.0001 par value	224,133(9)	$1,000(7)	1,681	I	See footnotes(1)(2)(5)
Warrants	$0.01(10)	08/09/2018		A		25,609(11)		(12)	08/09/2021	Common Stock, $ 0.0001 par value	25,609(13)	(14)	25,609	I	See footnotes(1)(2)(5)

1. Name and Address of Reporting Person^*

Halcyon Capital Management LP

(Last) (First) (Middle)

477 MADISON AVENUE, 8TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bader John M

(Last) (First) (Middle)

C/O HALCYON CAPITAL MANAGEMENT, LP

477 MADISON AVENUE, 8TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Dillow Jason

(Last) (First) (Middle)

C/O HALCYON CAPITAL MANAGEMENT, LP

477 MADISON AVE., 8TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Konner Kevah

(Last) (First) (Middle)

C/O HALCYON CAPITAL MANAGEMENT, LP

477 MADISON AVENUE, 8TH FLOOR

(Street)

NEW YORK NY 10022

(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).

6. See Exhibit 99.1 for text of footnote (6).

7. See Exhibit 99.1 for text of footnote (7).

8. See Exhibit 99.1 for text of footnote (8).

9. See Exhibit 99.1 for text of footnote (9).

10. See Exhibit 99.1 for text of footnote (10).

11. See Exhibit 99.1 for text of footnote (11).

12. See Exhibit 99.1 for text of footnote (12).

13. See Exhibit 99.1 for text of footnote (13).

14. See Exhibit 99.1 for text of footnote (14).

Remarks:

Exhibit 99.1 (Footnotes) and Exhibit 99.2 (Joint Filer Information) are incorporated herein by reference. This Form 4 is the second of two Forms 4 being filed relating to the same event. The Form 4 has been split into two filings because there are more than ten Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of ten Reporting Persons. This Form 4 is filed by Designated Filer Halcyon Capital Management LP.

	Halcyon Capital Management LP By: /s/ Suzanne McDermott	08/13/2018
	By: /s/ John Freese Name: John Freese	08/13/2018
	** Signature of Reporting Person	Date
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