NextDecade (NEXT) Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

HGC Next Inv LLC

(Last) (First) (Middle)

501 2ND STREET, SUITE 500

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/12/2023

3. Issuer Name and Ticker or Trading Symbol
NextDecade Corp. [ NEXT ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	23,410,842(1)	D(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

HGC Next Inv LLC

(Last) (First) (Middle)

501 2ND STREET, SUITE 500

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hanwha Impact Global Corp

(Last) (First) (Middle)

86, CHEONGGYECHEON-RO, JUNG-GU

(Street)

SEOUL M5

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hanwha Impact Partners Inc.

(Last) (First) (Middle)

501 2ND STREET, SUITE 500

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

Explanation of Responses:

1. Includes (i) 12,786,975 shares of Issuer common stock ("Common Stock") being issued to HGC NEXT INV LLC ("HGC") in connection with the automatic conversion of its 63,934 shares of Series A Convertible Preferred Stock of the Issuer ("Series A Preferred Stock"), and (ii) 2,528,160 shares of Common Stock being issued to HGC in connection with the automatic conversion of its 12,767 shares of Series B Convertible Preferred Stock of the Issuer ("Series B Preferred Stock" and, together with the Series A Preferred Stock, the "Preferred Stock"). The automatic conversion of the Preferred Stock was triggered on July 12, 2023 pursuant to the Certificate of Designations for such Preferred Stock, and the Common Stock is expected to be issued on July 26, 2023.

2. Reflects securities held directly by HGC. Hanwha Impact Partners Inc., a Delaware corporation ("HIP"), is the sole member of HGC, and Hanwha Impact Global Corporation, a corporation organized under the laws of the Republic of Korea, is the sole shareholder of HIP. The reporting persons disclaim beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein.

Remarks:

	HGC NEXT INV LLC By: Hanwha Impact Partners Inc., managing member By: /s/ Sunghyun Hong Name: Sunghyun Hong Title: President	07/24/2023
	Hanwha Impact Global Corporation By: /s/ Moonkee Yu Name: Moonkee Yu Title: President	07/24/2023
	Hanwha Impact Partners By: /s/ Sunghyun Hong Name: Sunghyun Hong Title: President	07/24/2023
	** 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 5 (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).
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