Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bardin Hill Investment Partners LP

(Last)

(First)

(Middle)

299 PARK AVE., 24TH FLOOR

(Street)

NEW YORK

10171

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
10/04/2023

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $ 0.0001 par value	10/04/2023		J		2,980,273⁽³⁾	D	⁽³⁾	8,228,116⁽⁴⁾	I	See notes⁽¹⁾⁽²⁾⁽⁵⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Bardin Hill Investment Partners LP

(Last)

(First)

(Middle)

299 PARK AVE., 24TH FLOOR

(Street)

NEW YORK

10171

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Halcyon Mount Bonnell Fund LP

(Last)

(First)

(Middle)

299 PARK AVE., 24TH FLOOR

(Street)

NEW YORK

10171

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Halcyon Energy, Power & Infrastructure Capital Holdings LLC

(Last)

(First)

(Middle)

299 PARK AVE., 24TH FLOOR

(Street)

NEW YORK

10171

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HCN LP

(Last)

(First)

(Middle)

C/O BARDIN HILL INVESTMENT PARTNERS LP

299 PARK AVE., 24TH FLOOR

(Street)

NEW YORK

10171

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HCN GP LLC

(Last)

(First)

(Middle)

C/O BARDIN HILL INVESTMENT PARTNERS LP

299 PARK AVE., 24TH FLOOR

(Street)

NEW YORK

10171

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Bardin Hill Event-Driven Master Fund LP

(Last)

(First)

(Middle)

C/O BARDIN HILL INVESTMENT PARTNERS LP

299 PARK AVE., 24TH FLOOR

(Street)

NEW YORK

10171

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

First Series of HDML Fund I, LLC

(Last)

(First)

(Middle)

C/O BARDIN HILL INVESTMENT PARTNERS LP

299 PARK AVE., 24TH FLOOR

(Street)

NEW YORK

10171

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Bardin Hill Fund GP LLC

(Last)

(First)

(Middle)

C/O BARDIN HILL INVESTMENT PARTNERS LP

299 PARK AVE., 24TH FLOOR

(Street)

NEW YORK

10171

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Kripalani Avinash

(Last)

(First)

(Middle)

C/O BARDIN HILL INVESTMENT PARTNERS LP

299 PARK AVE., 24TH FLOOR

(Street)

NEW YORK

10171

(City)

(State)

(Zip)

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).

Remarks:

Exhibit 99.1 (Footnotes) and Exhibit 99.2 (Joint Filer Information and Signatures) are incorporated herein by reference. This Form 4 is filed by Designated Filer Bardin Hill Investment Partners LP. This Form is Part 1 of 2.

	See Exhibit 99.2 for Signatures	10/06/2023
	** 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 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.

Exhibit 99.1

Name and Address of Reporting Person:	Bardin Hill Investment Partners, LP
	299 Park Ave., 24th Floor
	New York, NY 10171

Issuer Name and Ticker or Trading Symbol:	NextDecade Corporation [NEXT]

Date of Earliest Transaction to be Reported (Month/Day/Year):	October 4, 2023

Footnotes to Form 4

(1) This statement is being filed by the following Reporting Persons: Halcyon Mount Bonnell Fund LP (“Mount Bonnell”), Halcyon Energy, Power and Infrastructure Capital Holdings LLC (“HEPI”), HCN LP (“HCN”), HCN GP LLC (“HCN GP”), First Series of HDML Fund I LLC (“HDML”), Bardin Hill Event-Driven Master Fund LP (“Master Fund”), Bardin Hill Fund GP LLC (“Bardin Hill GP”), Bardin Hill Investment Partners LP (“Bardin Hill”), Avinash Kripalani, Jason Dillow, John Greene and Pratik Desai.

(2) HCN GP is the general partner of HCN. Bardin Hill GP is the general partner of Master Fund, Mount Bonnell and the investment member of HDML. Bardin Hill is the investment manager for each of HCN, HDML, Mount Bonnell, HEPI and Master Fund. Investment decisions of Bardin Hill are made by one or more of its portfolio managers, including Jason Dillow, John Greene and Pratik Desai, each of whom has individual decision-making authority. Avinash Kripalani is a Partner at Bardin Hill and serves on the board of directors of the Issuer as Bardin Hill’s representative.

(3) Represents the distribution of shares of the Issuer's Common Stock (the “Shares”) for no consideration to their investors in accordance with their respective organizational documents (the “Distributions”) as follows: 435,406 Shares directly held by HEPI and 2,544,867 Shares directly held by Mount Bonnell, representing all of the Shares held by each such Reporting Person. Pursuant to the Distributions, certain Shares that were previously indirectly beneficially owned by Master Fund, became directly held by Master Fund in accordance with the exemption afforded by Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(4) Represents the Shares directly held following the Distributions as follows: 0 by HEPI; 1,538,882 by HDML; 6,117,325 by HCN; 836,592 by Master Fund; 0 by Mount Bonnell.

(5) The Reporting Persons disclaim any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities of the Issuer in excess of their respective pecuniary interests.

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:	Bardin Hill Investment Partners LP

Address of Joint Filer:	299 Park Ave., 24th Floor
	New York, NY 10171

Relationship of Joint Filer to Issuer:	Director

Issuer Name and Ticker or Trading Symbol:	NextDecade Corporation [NEXT]

Date of Earliest Transaction Required
to be Reported (Month/Day/Year):	October 4, 2023

Designated Filer:	Bardin Hill Investment Partners LP

Signature:

Bardin Hill Investment Partners LP

/s/ Suzanne McDermott
Name:	Suzanne McDermott
Title:	Chief Compliance Officer

/s/ John Freese
Name:	John Freese
Title:	General Counsel

October 6, 2023

Date

Page 1 of 12

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:	Halcyon Mount Bonnell Fund LP

Address of Joint Filer:	299 Park Ave., 24th Floor
	New York, NY 10171

Relationship of Joint Filer to Issuer:	Director

Issuer Name and Ticker or Trading Symbol:	NextDecade Corporation [NEXT]

Date of Earliest Transaction Required
to be Reported (Month/Day/Year):	October 4, 2023

Designated Filer:	Bardin Hill Investment Partners LP

Signature:

Halcyon Mount Bonnell Fund LP

/s/ Suzanne McDermott
Name:	Suzanne McDermott
Title:	Chief Compliance Officer

/s/ John Freese
Name:	John Freese
Title:	General Counsel

October 6, 2023

Date

Page 2 of 12

Joint Filer Information

Name of Joint Filer:	Halcyon Energy, Power and Infrastructure Capital Holdings LLC

Address of Joint Filer:	299 Park Ave., 24th Floor
	New York, NY 10171

Relationship of Joint Filer to Issuer:	Director

Issuer Name and Ticker or Trading Symbol:	NextDecade Corporation [NEXT]

Date of Earliest Transaction Required
to be Reported (Month/Day/Year):	October 4, 2023

Designated Filer:	Bardin Hill Investment Partners LP

Signature:

Halcyon Energy, Power and Infrastructure Capital Holdings LLC

/s/ Suzanne McDermott
Name:	Suzanne McDermott
Title:	Chief Compliance Officer

/s/ John Freese
Name:	John Freese
Title:	General Counsel

October 6, 2023

Date

Page 3 of 12

Joint Filer Information

Name of Joint Filer:	HCN LP

Address of Joint Filer:	c/o Bardin Hill Investment Partners LP
	299 Park Ave., 24th Floor
	New York, NY 10171

Relationship of Joint Filer to Issuer:	Director

Issuer Name and Ticker or Trading Symbol:	NextDecade Corporation [NEXT]

Date of Earliest Transaction Required
to be Reported (Month/Day/Year):	October 4, 2023

Designated Filer:	Bardin Hill Investment Partners LP

Signature:

HCN LP
By: Bardin Hill Investment Partners LP, its Manager

/s/ Suzanne McDermott
Name:	Suzanne McDermott
Title:	Chief Compliance Officer

/s/ John Freese
Name:	John Freese
Title:	General Counsel

October 6, 2023

Date

Page 4 of 12

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:	HCN GP LLC

Address of Joint Filer:	c/o Bardin Hill Investment Partners LP
	299 Park Ave., 24th Floor
	New York, NY 10171

Relationship of Joint Filer to Issuer:	Director

Issuer Name and Ticker or Trading Symbol:	NextDecade Corporation [NEXT]

Date of Earliest Transaction Required
to be Reported (Month/Day/Year):	October 4, 2023

Designated Filer:	Bardin Hill Investment Partners LP

Signature:

HCN GP LLC

/s/ Suzanne McDermott
Name:	Suzanne McDermott
Title:	Chief Compliance Officer

/s/ John Freese
Name:	John Freese
Title:	General Counsel

October 6, 2023

Date

Page 5 of 12

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:	Bardin Hill Event-Driven Master Fund LP

Address of Joint Filer:	c/o Bardin Hill Investment Partners LP
	299 Park Ave., 24th Floor
	New York, NY 10171

Relationship of Joint Filer to Issuer:	Director

Issuer Name and Ticker or Trading Symbol:	NextDecade Corporation [NEXT]

Date of Earliest Transaction Required
to be Reported (Month/Day/Year):	October 4, 2023

Designated Filer:	Bardin Hill Investment Partners LP

Signature:

Bardin Hill Event-Driven Master Fund LP
By: Bardin Hill Investment Partners LP, its Manager

/s/ Suzanne McDermott
Name:	Suzanne McDermott
Title:	Chief Compliance Officer

/s/ John Freese
Name:	John Freese
Title:	General Counsel

October 6, 2023

Date

Page 6 of 12

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:	First Series of HDML Fund I LLC

Address of Joint Filer:	c/o Bardin Hill Investment Partners LP
	299 Park Ave., 24th Floor
	New York, NY 10171

Relationship of Joint Filer to Issuer:	Director

Issuer Name and Ticker or Trading Symbol:	NextDecade Corporation [NEXT]

Date of Earliest Transaction Required
to be Reported (Month/Day/Year):	October 4, 2023

Designated Filer:	Bardin Hill Investment Partners LP

Signature:

First Series of HDML Fund I LLC
By: Bardin Hill Investment Partners LP, its Manager

/s/ Suzanne McDermott
Name:	Suzanne McDermott
Title:	Chief Compliance Officer

/s/ John Freese
Name:	John Freese
Title:	General Counsel

October 6, 2023

Date

Page 7 of 12

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:	Bardin Hill Fund GP LLC

Address of Joint Filer:	c/o Bardin Hill Investment Partners LP
	299 Park Ave., 24th Floor
	New York, NY 10171

Relationship of Joint Filer to Issuer:	Director

Issuer Name and Ticker or Trading Symbol:	NextDecade Corporation [NEXT]

Date of Earliest Transaction Required
to be Reported (Month/Day/Year):	October 4, 2023

Designated Filer:	Bardin Hill Investment Partners LP

Signature:

Bardin Hill Fund GP LLC

/s/ Suzanne McDermott
Name:	Suzanne McDermott
Title:	Chief Compliance Officer

/s/ John Freese
Name:	John Freese
Title:	General Counsel

October 6, 2023

Date

Page 8 of 12

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:	Avinash Kripalani

Address of Joint Filer:	c/o Bardin Hill Investment Partners LP
	299 Park Ave., 24th Floor
	New York, NY 10171

Relationship of Joint Filer to Issuer:	Director

Issuer Name and Ticker or Trading Symbol:	NextDecade Corporation [NEXT]

Date of Earliest Transaction Required
to be Reported (Month/Day/Year):	October 4, 2023

Designated Filer:	Bardin Hill Investment Partners LP

Signature:

/s/ Avinash Kripalani
Name:	Avinash Kripalani

October 6, 2023

Date

Page 9 of 12

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:	John Greene

Address of Joint Filer:	c/o Bardin Hill Investment Partners LP
	299 Park Ave., 24th Floor
	New York, NY 10171

Relationship of Joint Filer to Issuer:	Director

Issuer Name and Ticker or Trading Symbol:	NextDecade Corporation [NEXT]

Date of Earliest Transaction Required
to be Reported (Month/Day/Year):	October 4, 2023

Designated Filer:	Bardin Hill Investment Partners LP

Signature:

/s/ John Greene
Name:	John Greene
Title:	Portfolio Manager

October 6, 2023

Date

Page 10 of 12

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:	Jason Dillow

Address of Joint Filer:	c/o Bardin Hill Investment Partners LP
	299 Park Ave., 24th Floor
	New York, NY 10171

Relationship of Joint Filer to Issuer:	Director

Issuer Name and Ticker or Trading Symbol:	NextDecade Corporation [NEXT]

Date of Earliest Transaction Required
to be Reported (Month/Day/Year):	October 4, 2023

Designated Filer:	Bardin Hill Investment Partners LP

Signature:

/s/ Jason Dillow
Name:	Jason Dillow
Title:	Chief Investment Officer

October 6, 2023

Date

Page 11 of 12

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:	Pratik Desai

Address of Joint Filer:	c/o Bardin Hill Investment Partners LP
	299 Park Ave., 24th Floor
	New York, NY 10171

Relationship of Joint Filer to Issuer:	Director

Issuer Name and Ticker or Trading Symbol:	NextDecade Corporation [NEXT]

Date of Earliest Transaction Required
to be Reported (Month/Day/Year):	October 4, 2023

Designated Filer:	Bardin Hill Investment Partners LP

Signature:

/s/ Pratik Desai
Name:	Pratik Desai
Title:	Portfolio Manager

October 6, 2023

Date

Page 12 of 12

Exhibit 99.1

Name and Address of Reporting Person:	Bardin Hill Investment Partners, LP
	299 Park Ave., 24th Floor
	New York, NY 10171

Issuer Name and Ticker or Trading Symbol:	NextDecade Corporation [NEXT]

Date of Earliest Transaction to be Reported (Month/Day/Year):	October 4, 2023

Footnotes to Form 4

(4) Represents the Shares directly held following the Distributions as follows: 0 by HEPI; 1,538,882 by HDML; 6,117,325 by HCN; 836,592 by Master Fund; 0 by Mount Bonnell.

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