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Sec Form 4 Filing - VALINOR MANAGEMENT L.P. @ NextDecade Corp. - 2019-05-17

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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
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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)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
510 MADISON AVENUE, 25TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/17/2019
(Street)
NEW YORK, NY10022
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
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 B Convertible Preferred Stock $ 7.5 ( 4 ) 05/17/2019 A 1,326 ( 1 ) ( 2 ) ( 2 ) Common Stock, $ 0.0001 par value 176,800 ( 1 ) $ 1,000 ( 1 ) 1,326 D
Series B Convertible Preferred Stock $ 7.5 ( 4 ) 05/17/2019 A 3,774 ( 3 ) ( 2 ) ( 2 ) Common Stock, $ 0.0001 par value 503,200 ( 3 ) $ 1,000 ( 3 ) 3,774 D
Warrants $ 0.01 ( 8 ) 05/17/2019 A 23,882 ( 6 ) ( 5 ) ( 5 ) Common Stock, $ 0.0001 par value 23,882 ( 6 ) ( 6 ) 23,882 D
Warrants $ 0.01 ( 8 ) 05/17/2019 A 66,618 ( 7 ) ( 5 ) ( 5 ) Common Stock, $ 0.0001 par value 66,618 ( 7 ) ( 7 ) 66,618 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
VALINOR MANAGEMENT, L.P.
510 MADISON AVENUE
25TH FLOOR
NEW YORK, NY10022
X X
Valinor Associates, LLC
C/O VALINOR MANAGEMENT, L.P.
510 MADISON AVE., 25TH FL.
NEW YORK, NY10022
X X
VALINOR CAPITAL PARTNERS, L.P.
C/O VALINOR MANAGEMENT, L.P.
510 MADISON AVE., 25TH FL.
NEW YORK, NY10022
X
Gallo David
C/O VALINOR MANAGEMENT, L.P.
510 MADISON AVE., 25TH FL.
NEW YORK, NY10022
X X
VALINOR CAPITAL PARTNERS OFFSHORE MASTER FUND, L.P.
C/O VALINOR MANAGEMENT, L.P.
510 MADISON AVE., 25TH FL.
NEW YORK, NY10022
X X
Signatures
Valinor Management, L.P.By: /s/ David AngstreichName: David AngstreichTitle: Chief Operating Officer 05/21/2019
** Signature of Reporting Person Date
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).

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.

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.