Sec Form 4 Filing - VALINOR MANAGEMENT, L.P. @ NextDecade Corp. - 2023-07-12

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person VALINOR MANAGEMENT, L.P. 2. Issuer Name and Ticker or Trading Symbol NextDecade Corp. [ NEXT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 405 LEXINGTON AVENUE, 34TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/12/2023 (Street) NEW YORK, NY10174 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 07/12/2023 C 2,896,781 ( 5 ) ( 6 ) A 18,066,012 ( 9 ) I See notes ( 1 ) ( 2 ) ( 3 ) Common Stock, $ 0.0001 par value 307,403 ( 4 ) D ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ) 07/12/2023 C( 5 ) 1,615 ( 5 ) ( 5 ) Common Stock, $0.0001 par value 323,138 ( 5 ) ( 8 ) 0 I See notes ( 1 ) ( 2 ) ( 3 ) Series B Convertible Preferred Stock ( 7 ) 07/12/2023 C( 5 ) 2,161 ( 5 ) ( 5 ) Common Stock, $0.0001 par value 427,983 ( 5 ) ( 8 ) 0 I See notes ( 1 ) ( 2 ) ( 3 ) Series A Convertible Preferred Stock ( 7 ) 07/12/2023 C( 6 ) 4,614 ( 6 ) ( 6 ) Common Stock, $0.0001 par value 922,821 ( 6 ) ( 8 ) 0 I See notes ( 1 ) ( 2 ) ( 3 ) Series B Convertible Preferred Stock ( 7 ) 07/12/2023 C( 6 ) 6,175 ( 6 ) ( 6 ) Common Stock, $0.0001 par value 1,222,839 ( 6 ) ( 8 ) 0 I See notes ( 1 ) ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other VALINOR MANAGEMENT, L.P. 405 LEXINGTON AVENUE 34TH FLOOR NEW YORK, NY10174 X Gallo David C/O VALINOR MANAGEMENT L.P. 405 LEXINGTON AVENUE, 34TH FLOOR NEW YORK, NY10174 X Valinor Associates, LLC C/O VALINOR MANAGEMENT L.P. 405 LEXINGTON AVENUE, 34TH FLOOR NEW YORK, NY10174 X VALINOR CAPITAL PARTNERS, L.P. C/O VALINOR MANAGEMENT L.P. 405 LEXINGTON AVENUE, 34TH FLOOR NEW YORK, NY10174 X VALINOR CAPITAL PARTNERS OFFSHORE MASTER FUND, L.P. C/O VALINOR MANAGEMENT L.P. 405 LEXINGTON AVENUE, 34TH FLOOR NEW YORK, NY10174 X Signatures See Exhibit 99.1 for signatures 07/14/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This statement is being filed by the following Reporting Persons: Valinor Management, L.P. ("Valinor Management"), Valinor Capital Partners, L.P. ("Valinor Capital"), Valinor Capital Partners Offshore Master Fund, L.P. ("Valinor Capital Offshore"), Valinor Associates, LLC ("Associates"), and David Gallo. ( 2 )Valinor Management serves as investment manager to Valinor Capital and Valinor Capital Offshore. 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 Valinor Capital and Valinor Capital Offshore. Each of Valinor Management, Associates and David Gallo may be deemed to beneficially own the securities held by Valinor Capital and Valinor Capital Offshore and disclaims beneficial ownership of the reported equity securities, except to the extent of its or his pecuniary interest. ( 3 )Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except as otherwise disclosed herein and except to the extent of its or his pecuniary interest. ( 4 )Represents shares directly held by David Gallo. ( 5 )As reported by the Issuer in its Form 8-K filed on July 12, 2023 (the "FID 8-K"), 1,615 shares of Series A and 2,161 shares of Series B Convertible Preferred Stock held by Valinor Capital will automatically convert into 323,138 and 427,983 shares of the Issuer's common stock, $0.0001 par value per share ("Common Stock"), respectively, ten business days following the qualifying FID Event that occurred on July 12, 2023 (as defined in the Certificate of Designations for the Issuer's Series A and Series B Convertible Preferred Stock) in accordance with the terms of the applicable Certificates of Designations (the "Mandatory Conversion"). ( 6 )As reported in the FID 8-K, 4,614 shares of Series A and 6,175 shares of Series B Convertible Preferred Stock held by Valinor Capital Offshore will automatically convert into 922,821 and 1,222,839 shares of Common Stock, respectively, in the Mandatory Conversion. ( 7 )The conversion price per share is $5.0021 and $5.0494 for the Series A Preferred Stock and Series B Preferred Stock, respectively, as adjusted pursuant to the applicable Certificate of Designations. ( 8 )Not applicable. ( 9 )Represents aggregate shares of Common Stock directly held following the Mandatory Conversion as follows: 4,616,596 by Valinor Capital; 13,142,013 by Valinor Capital Offshore; and 307,403 by David Gallo.

Remarks: Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference. This Form 4 is filed by Designated Filer Valinor Management LP.

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.