Sec Form 4 Filing - Bardin Hill Investment Partners LP @ NextDecade Corp. - 2019-05-17

Insider filing report for Changes in Beneficial Ownership
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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
Bardin Hill Investment Partners LP
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)
(Last) (First) (Middle)
477 MADISON AVENUE, 8TH 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 ( 6 ) 05/17/2019 A 3,366 ( 4 ) ( 5 ) ( 5 ) Common Stock, $ 0.0001 par value 448,800 ( 6 ) ( 7 ) $ 1,000 ( 4 ) 3,366 I See Footnotes ( 1 ) ( 2 ) ( 3 )
Series B Warrants $ 0.01 ( 10 ) 05/17/2019 A 60,332 ( 9 ) ( 10 ) ( 10 ) Common Stock, $ 0.0001 par value 60,332 ( 8 ) ( 11 ) ( 12 ) 60,332 I See Footnotes ( 1 ) ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bardin Hill Investment Partners LP
477 MADISON AVENUE, 8TH FLOOR
NEW YORK, NY10022
X
HCN LP
C/O BARDIN HILL INVESTMENT PARTNERS LP
477 MADISON AVE., 8TH FLOOR
NEW YORK, NY10022
X
HCN GP LLC
C/O BARDEN HILL INVESTMENT PARTNERS LP
477 MADISON AVE., 8TH FLOOR
NEW YORK, NY10022
X
Halcyon Mount Bonnell Fund LP
C/O BARDIN HILL INVESTMENT PARTNERS LP
477 MADISON AVE., 8TH FLOOR
NEW YORK, NY10022
X
Bardin Hill Event-Driven Master Fund LP
C/O BARDIN HILL INVESTMENT PARTNERS LP
477 MADISON AVE., 8TH FLOOR
NEW YORK, NY10022
X
Bardin Hill Fund GP LLC
C/O BARDIN HILL INVESTMENT PARTNERS LP
477 MADISON AVE., 8TH FLOOR
NEW YORK, NY10022
X
Halcyon Energy, Power & Infrastructure Capital Holdings LLC
C/O BARDIN HILL INVESTMENT PARTNERS LP
477 MADISON AVE., 8TH FLOOR
NEW YORK, NY10022
X
First Series of HDML Fund I, LLC
C/O BARDIN HILL INVESTMENT PARTNERS LP
477 MADISON AVE., 8TH FLOOR
NEW YORK, NY10022
X
Kripalani Avinash
C/O BARDIN HILL INVESTMENT PARTNERS LP
477 MADISON AVE., 8TH FLOOR
NEW YORK, NY10022
X
Konner Kevah
C/O BARDIN HILL INVESTMENT PARTNERS LP
477 MADISON AVENUE, 8TH FLOOR
NEW YORK, NY10022
X
Signatures
Bardin Hill Investment Partners LPBy: /s/ Suzanne McDermottName: Suzanne McDermottTitle: Chief Compliance Officer 05/21/2019
Signature of Reporting Person Date
By: /s/ John FreeseName: John FreeseTitle: Deputy General Counsel 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).
( 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).

Remarks:
Exhibit 99.1 (Footnotes) and Exhibit 99.2 (Joint Filer Information) are incorporated herein by reference. This Form 4 is the first 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 Bardin Hill Investment Partners LP.

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