SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* VALINOR MANAGEMENT, L.P. (Last) (First) (Middle) 510 MADISON AVENUE 25TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/24/2017	3. Issuer Name and Ticker or Trading Symbol NextDecade Corp. [ NEXT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 08/03/2017
			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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $ 0.0001 par value	4,510,326	D(1)
Common Stock, $ 0.0001 par value	585,829	D(2)
Common Stock, $ 0.0001 par value	5,676,973	D(3)
Common Stock, $ 0.0001 par value	12,247,109	D(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* VALINOR MANAGEMENT, L.P. (Last) (First) (Middle) 510 MADISON AVENUE 25TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Valinor Capital Partners SPV XIX, LLC (Last) (First) (Middle) C/O VALINOR MANAGEMENT, L.P. 510 MADISON AVE., 25TH FL. (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Valinor Capital Partners SPV XXII, LLC (Last) (First) (Middle) C/O VALINOR MANAGEMENT, L.P. 510 MADISON AVE., 25TH FL. (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VND Partners, L.P. (Last) (First) (Middle) C/O VALINOR MANAGEMENT, L.P. 510 MADISON AVE., 25TH FL. (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VALINOR CAPITAL PARTNERS OFFSHORE MASTER FUND, L.P. (Last) (First) (Middle) C/O VALINOR MANAGEMENT, L.P. 510 MADISON AVE., 25TH FL. (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Valinor Associates, LLC (Last) (First) (Middle) C/O VALINOR MANAGEMENT, L.P. 510 MADISON AVE., 25TH FL. (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Gallo David (Last) (First) (Middle) C/O VALINOR MANAGEMENT, L.P. 510 MADISON AVE., 25TH FL. (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VALINOR CAPITAL PARTNERS, L.P. (Last) (First) (Middle) VALINOR MANAGEMENT, L.P. 510 MADISON AVENUE, 25TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

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).

Remarks:

This amendment on Form 3 (the "Amendment") is being filed to add Valinor Capital Partners, L.P. as a Reporting Person, which had not been included in the original Form 3 filed on August 3, 2017 (the "Original Filing"), and to reflect the relationships between certain of the Reporting Persons. Exhibit 99.1 (Footnotes) and Exhibit 99.2 (Joint Filer Information) are incorporated herein by reference.

	/s/ David Angstreich Title: Chief Operating Officer	01/30/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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