Sec Form 3 Filing - DINAN JAMES G @ NextDecade Corp. - 2023-09-12

FORM 3 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 DINAN JAMES G 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) C/O YORK CAPITAL MANAGEMENT, 1330 AVENUE OF THE AMERICAS, 20TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/12/2023 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 234,877 ( 1 ) I By LP, LLC ( 3 ) Common Stock, $ 0.0001 par value 57,119,262 I See notes ( 3 ) ( 4 )

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 C Warrants ( 2 ) ( 2 ) ( 2 ) Common Stock, $0.0001 par value 253,931 I See notes ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DINAN JAMES G C/O YORK CAPITAL MANAGEMENT 1330 AVENUE OF THE AMERICAS, 20TH FLOOR NEW YORK, NY10019 X Signatures /s/ James G. Dinan 09/22/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of Issuer common stock owned by entities controlled by the Reporting Person following pro rata distribution in kind by York Select Investors L.P. to its investors for no additional consideration. ( 2 )Exercisable by holder before 5 p.m. Central Standard time on March 22, 2024, into an equal number of shares of Common Stock, subject to adjustment as specified in the Series C Warrant Agreement. Prior to such date, the Issuer can force mandatory exercise based on a weighted average trading price of shares of Common Stock pursuant to the terms of, including adjustments specified in, the Series C Warrant Agreement. ( 3 )The Reporting Person is the chairman of York Capital Management Global Advisors, LLC ("YGA") and makes voting and investment decisions on behalf of YGA. YGA is the sole senior managing member of Dinan Management, L.L.C., which is the general partner of each of York Capital Management, L.P., York Credit Opportunities Fund, L.P., York Credit Opportunities Investments Master Fund, L.P., York Multi-Strategy Master Fund, L.P., York Tactical Energy Fund, L.P. and York Tactical Energy Fund PIV-AN, L.P. and may have limited partner or other interests in one or more of the entities described herein. ( 4 )The Reporting Person disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any, and the inclusion of the securities in this report shall not be deemed an admission of beneficial ownership of all of the securities for purposes of Section 16 or any other purpose.

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).

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