0001140361-19-000254.txt : 20190103 0001140361-19-000254.hdr.sgml : 20190103 20190103164917 ACCESSION NUMBER: 0001140361-19-000254 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20181231 FILED AS OF DATE: 20190103 DATE AS OF CHANGE: 20190103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VND Partners, L.P. CENTRAL INDEX KEY: 0001713356 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 19506372 BUSINESS ADDRESS: STREET 1: C/O VALINOR MANAGEMENT, L.P. STREET 2: 510 MADISON AVE., 25TH FL. CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-918-5226 MAIL ADDRESS: STREET 1: C/O VALINOR MANAGEMENT, L.P. STREET 2: 510 MADISON AVE., 25TH FL. CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VALINOR CAPITAL PARTNERS, L.P. CENTRAL INDEX KEY: 0001401387 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 19506373 BUSINESS ADDRESS: STREET 1: VALINOR MANAGEMENT, L.P. STREET 2: 510 MADISON AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-918-5245 MAIL ADDRESS: STREET 1: VALINOR MANAGEMENT, L.P. STREET 2: 510 MADISON AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: VALINOR CAPITAL MANAGEMENT, L.P. DATE OF NAME CHANGE: 20160727 FORMER NAME: FORMER CONFORMED NAME: VALINOR CAPITAL PARTNERS, L.P. DATE OF NAME CHANGE: 20070530 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Valinor Associates, LLC CENTRAL INDEX KEY: 0001713363 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 19506374 BUSINESS ADDRESS: STREET 1: C/O VALINOR MANAGEMENT, L.P. STREET 2: 510 MADISON AVE., 25TH FL. CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-918-5226 MAIL ADDRESS: STREET 1: C/O VALINOR MANAGEMENT, L.P. STREET 2: 510 MADISON AVE., 25TH FL. CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gallo David CENTRAL INDEX KEY: 0001601013 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 19506375 MAIL ADDRESS: STREET 1: 510 MADISON AVENUE STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VALINOR CAPITAL PARTNERS OFFSHORE MASTER FUND, L.P. CENTRAL INDEX KEY: 0001452938 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 19506376 BUSINESS ADDRESS: STREET 1: C/O MORGAN STANLEY FUND SERVICES(CAYMAN) STREET 2: CAYMAN CORPORATE CENTER, 27 HOSPITAL RD CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9008 BUSINESS PHONE: 212-918-5245 MAIL ADDRESS: STREET 1: C/O MORGAN STANLEY FUND SERVICES(CAYMAN) STREET 2: CAYMAN CORPORATE CENTER, 27 HOSPITAL RD CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9008 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VALINOR MANAGEMENT, L.P. CENTRAL INDEX KEY: 0001401388 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 19506377 BUSINESS ADDRESS: STREET 1: 510 MADISON AVENUE STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-918-5245 MAIL ADDRESS: STREET 1: 510 MADISON AVENUE STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: VALINOR MANAGEMENT, LLC DATE OF NAME CHANGE: 20070530 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NextDecade Corp. CENTRAL INDEX KEY: 0001612720 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 465723951 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1000 LOUISIANA STREET STREET 2: 39TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7135741880 MAIL ADDRESS: STREET 1: 1000 LOUISIANA STREET STREET 2: 39TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: Harmony Merger Corp. DATE OF NAME CHANGE: 20140703 4 1 form4.xml FORM 4 X0306 4 2018-12-31 0001612720 NextDecade Corp. NEXT 0001401388 VALINOR MANAGEMENT, L.P. 510 MADISON AVENUE 25TH FLOOR NEW YORK NY 10022 true true 0001452938 VALINOR CAPITAL PARTNERS OFFSHORE MASTER FUND, L.P. C/O VALINOR MANAGEMENT, L.P. 510 MADISON AVE., 25TH FL. NEW YORK NY 10022 true true 0001601013 Gallo David C/O VALINOR MANAGEMENT, L.P. 510 MADISON AVE., 25TH FL. NEW YORK NY 10022 true true 0001713363 Valinor Associates, LLC C/O VALINOR MANAGEMENT, L.P. 510 MADISON AVE., 25TH FL. NEW YORK NY 10022 true true 0001401387 VALINOR CAPITAL PARTNERS, L.P. C/O VALINOR MANAGEMENT, L.P. 510 MADISON AVE., 25TH FL. NEW YORK NY 10022 true 0001713356 VND Partners, L.P. C/O VALINOR MANAGEMENT, L.P. 510 MADISON AVE., 25TH FL. NEW YORK NY 10022 true true Common Stock, $ 0.0001 par value 2018-12-31 4 D 0 171446 D 4004076 D Common Stock, $ 0.0001 par value 2018-12-31 4 D 0 487804 D 11392537 D Common Stock, $ 0.0001 par value 2018-12-31 4 D 0 215792 D 5029763 D See Exhibit 99.1 for text of footnote (1). See Exhibit 99.1 for text of footnote (2). See Exhibit 99.1 for text of footnote (3). See Exhibit 99.1 for text of footnote (4). 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. Valinor Management, L.P. By: /s/ David Angstreich, Chief Operating Officer 2019-01-03 EX-99.1 2 ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Name and Address of Reporting Person:

Valinor Management, L.P.

510 Madison Avenue, 25th Floor

New York, NY 10022

Issuer Name and Ticker or Trading Symbol:

NextDecade Corporation [NEXT]

Date of Earliest Transaction to be Reported

(Month/Day/Year):

December 31, 2018

Footnotes to Form 4

(1) Represents the number of shares forfeited to the Issuer for no consideration when a certain milestone was not achieved pursuant to that certain Agreement and Plan of Merger, dated April 17, 2017, by and among Harmony Merger Corporation, Harmony Merger Sub, LLC, NextDecade, LLC and certain members of NextDecade, LLC and entities affiliated with such members (the “Merger Agreement”).

(2) Represents 4,004,076 shares directly held by Valinor Capital Partners, L.P. (“Valinor Capital”) (including 171,446 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones). Valinor Management, L.P. (“Valinor Management”) serves as investment manager to Valinor Capital. David Gallo is the Founder, Managing Partner, and Portfolio Manager of Valinor Management and is the managing member of Valinor Associates, LLC (“Associates”), which serves as general partner to Valinor Capital. Each of Valinor Management, Associates and David Gallo may be deemed to beneficially own the securities held by Valinor Capital and each of Valinor Management, Associates and David Gallo disclaims beneficial ownership of the reported securities, except to the extent of its or his pecuniary interest.

(3) Represents 11,392,537 shares directly held by Valinor Capital Partners Offshore Master Fund L.P. (“Capital Partners Offshore Master”) (including 487,804 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones). Valinor Management serves as investment manager to Capital Partners Offshore Master. David Gallo is the Founder, Managing Partner, and Portfolio Manager of Valinor Management and is the managing member of Associates, which serves as general partner to Capital Partners Offshore Master. Each of Valinor Management, Associates, and David Gallo may be deemed to beneficially own the securities held by Capital Partners Offshore Master and each of Valinor Management, Associates and David Gallo disclaims beneficial ownership of the reported securities, except to the extent of its or his pecuniary interest.

(4) Represents 5,029,763 shares directly held by VND Partners, L.P. (“VND Partners”) (including 215,792 contingent shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones). Valinor Management serves as investment manager to VND Partners. David Gallo is the Founder, Managing Partner, and Portfolio Manager of Valinor Management and is the managing member of Associates, which serves as general partner to VND Partners. Each of Valinor Management, Associates, and David Gallo may be deemed to beneficially own the securities held by VND Partners and each of Valinor Management, Associates, and David Gallo disclaims beneficial ownership of the reported securities, except to the extent of its or his pecuniary interest.

EX-99.2 3 ex99_2.htm EXHIBIT 99.2

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:

Valinor Capital Partners Offshore Master Fund, L.P.

Address of Joint Filer:

c/o Valinor Management, L.P.

510 Madison Avenue, 25th Floor

New York, NY 10022

Relationship of Joint Filer to Issuer:

10% Owner; Director

Issuer Name and Ticker or Trading Symbol:

NextDecade Corporation [NEXT]

Date of Earliest Transaction to be Reported

(Month/Day/Year):

December 31, 2018

Designated Filer:

Valinor Management, L.P.

Signature:

Valinor Capital Partners Offshore Master Fund, L.P.

/s/ David Angstreich
Name:	David Angstreich
Title:	Chief Operating Officer

January 3, 2019

Date

Page 1 of 6

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:

David Gallo

Address of Joint Filer:

c/o Valinor Management, L.P.

510 Madison Avenue, 25th Floor

New York, NY 10022

Relationship of Joint Filer to Issuer:

Director; 10% Owner

Issuer Name and Ticker or Trading Symbol:

NextDecade Corporation [NEXT]

Date of Earliest Transaction to be Reported

(Month/Day/Year):

December 31, 2018

Designated Filer:

Valinor Management, L.P.

Signature:

/s/ David Gallo
Name:	David Gallo

January 3, 2019

Date

Page 2 of 6

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:

Valinor Associates, LLC

Address of Joint Filer:

c/o Valinor Management, L.P.

510 Madison Avenue, 25th Floor

New York, NY 10022

Relationship of Joint Filer to Issuer:

10% Owner; Director

Issuer Name and Ticker or Trading Symbol:

NextDecade Corporation [NEXT]

Date of Earliest Transaction to be Reported

(Month/Day/Year):

December 31, 2018

Designated Filer:

Valinor Management, L.P.

Signature:

Valinor Associates, LLC

/s/ David Angstreich
Name:	David Angstreich
Title:	Chief Operating Officer

January 3, 2019

Date

Page 3 of 6

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:

Valinor Management, L.P.

Address of Joint Filer:

510 Madison Avenue, 25th Floor

New York, NY 10022

Relationship of Joint Filer to Issuer:

10% Owner; Director

Issuer Name and Ticker or Trading Symbol:

NextDecade Corporation [NEXT]

Date of Earliest Transaction to be Reported:

December 31, 2018

Designated Filer:

Valinor Management, L.P.

Signature:

Valinor Management, L.P.

/s/ David Angstreich
Name:	David Angstreich
Title:	Chief Operating Officer

January 3, 2019

Date

Page 4 of 6

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:

Valinor Capital Partners, L.P.

Address of Joint Filer:

c/o Valinor Management, L.P.

510 Madison Avenue, 25th Floor

New York, NY 10022

Relationship of Joint Filer to Issuer:

Director

Issuer Name and Ticker or Trading Symbol:

NextDecade Corporation [NEXT]

Date of Event Requiring Statement

(Month/Day/Year):

December 31, 2018

Designated Filer:

Valinor Management. L.P.

Signature:

Valinor Capital Partners, L.P.

/s/ David Angstreich
Name:	David Angstreich
Title:	Chief Operating Officer

January 3, 2019

Date

Page 5 of 6

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:

VND Partners, L.P.

Address of Joint Filer:

c/o Valinor Management, L.P.

510 Madison Avenue, 25th Floor

New York, NY 10022

Relationship of Joint Filer to Issuer:

10% Owner; Director

Issuer Name and Ticker or Trading Symbol:

NextDecade Corporation [NEXT]

Date of Earliest Transaction to be Reported

(Month/Day/Year):

December 31, 2018

Designated Filer:

Valinor Management, L.P.

Signature:

VND Partners, L.P.

/s/ David Angstreich
Name:	David Angstreich
Title:	Chief Operating Officer

January 3, 2019

Date

Page 6 of 6