0001104659-23-081204.txt : 20230714
0001104659-23-081204.hdr.sgml : 20230714
20230714160603
ACCESSION NUMBER: 0001104659-23-081204
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230712
FILED AS OF DATE: 20230714
DATE AS OF CHANGE: 20230714
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TotalEnergies SE
CENTRAL INDEX KEY: 0000879764
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
STATE OF INCORPORATION: I0
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36842
FILM NUMBER: 231089185
BUSINESS ADDRESS:
STREET 1: 2 PLACE JEAN MILLIER
STREET 2: LA DEFENSE 6
CITY: COURBEVOIE
STATE: I0
ZIP: 92400
BUSINESS PHONE: 33 (0)1 41 35 04 48
MAIL ADDRESS:
STREET 1: 2 PLACE JEAN MILLIER
STREET 2: ARCHE NORD COUPOLE/REGNAULT
CITY: PARIS LA DEFENSE CEDEX
STATE: I0
ZIP: 92078
FORMER NAME:
FORMER CONFORMED NAME: TOTAL SE
DATE OF NAME CHANGE: 20200717
FORMER NAME:
FORMER CONFORMED NAME: TOTAL S.A.
DATE OF NAME CHANGE: 20121204
FORMER NAME:
FORMER CONFORMED NAME: TOTAL SA
DATE OF NAME CHANGE: 20030508
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TotalEnergies Gestion USA SARL
CENTRAL INDEX KEY: 0001941906
STATE OF INCORPORATION: I0
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36842
FILM NUMBER: 231089184
BUSINESS ADDRESS:
STREET 1: LA DEFENSE 6 2 PLACE JEAN MILLIER
STREET 2: COURBEVOIE
CITY: HAUTS-DE-SEINE
STATE: I0
ZIP: 92400
BUSINESS PHONE: 00-331-4135-2834
MAIL ADDRESS:
STREET 1: LA DEFENSE 6 2 PLACE JEAN MILLIER
STREET 2: COURBEVOIE
CITY: HAUTS-DE-SEINE
STATE: I0
ZIP: 92400
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Global LNG North America Corp.
CENTRAL INDEX KEY: 0001982881
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36842
FILM NUMBER: 231089181
BUSINESS ADDRESS:
STREET 1: 1201 LOUISIANA ST.
STREET 2: SUITE 1800
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: (713) 647-4000
MAIL ADDRESS:
STREET 1: 1201 LOUISIANA ST.
STREET 2: SUITE 1800
CITY: HOUSTON
STATE: TX
ZIP: 77002
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TotalEnergies Holdings USA, Inc.
CENTRAL INDEX KEY: 0001942439
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36842
FILM NUMBER: 231089183
BUSINESS ADDRESS:
STREET 1: 1201 LOUISIANA STREET
STREET 2: SUITE 1800
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: (713) 483-5000
MAIL ADDRESS:
STREET 1: 1201 LOUISIANA STREET
STREET 2: SUITE 1800
CITY: HOUSTON
STATE: TX
ZIP: 77002
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TotalEnergies Delaware, Inc.
CENTRAL INDEX KEY: 0001942500
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36842
FILM NUMBER: 231089182
BUSINESS ADDRESS:
STREET 1: 1201 LOUISIANA STREET
STREET 2: SUITE 1800
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: (713) 483-5000
MAIL ADDRESS:
STREET 1: 1201 LOUISIANA STREET
STREET 2: SUITE 1800
CITY: HOUSTON
STATE: TX
ZIP: 77002
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: SUITE 3900
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: 7135741880
MAIL ADDRESS:
STREET 1: 1000 LOUISIANA STREET
STREET 2: SUITE 3900
CITY: HOUSTON
STATE: TX
ZIP: 77002
FORMER COMPANY:
FORMER CONFORMED NAME: Harmony Merger Corp.
DATE OF NAME CHANGE: 20140703
3
1
tm2321259-2_3seq1.xml
OWNERSHIP DOCUMENT
X0206
3
2023-07-12
0
0001612720
NextDecade Corp.
NEXT
0000879764
TotalEnergies SE
2, PLACE JEAN MILLIER
LA DEFENSE 6
COURBEVOIE
I0
92400
FRANCE
1
0
1
0
0001941906
TotalEnergies Gestion USA SARL
2, PLACE JEAN MILLIER
LA DEFENSE 6
COURBEVOIE
I0
92400
FRANCE
1
0
1
0
0001942439
TotalEnergies Holdings USA, Inc.
1201 LOUISIANA ST., SUITE 1800
HOUSTON
TX
77002
1
0
1
0
0001942500
TotalEnergies Delaware, Inc.
1201 LOUISIANA ST., SUITE 1800
HOUSTON
TX
77002
1
0
1
0
0001982881
Global LNG North America Corp.
1201 LOUISIANA ST., SUITE 1800
HOUSTON
TX
77002
1
0
1
0
Common Stock
30098268
I
See Footnote
Represents 8,026,165 shares of common stock issued to Global LNG North America Corp. ("GLNG NA") on June 14, 2023 in connection with the first closing pursuant to the common stock purchase agreement, dated June 13, 2023 (the "Stock Purchase Agreement"), between NextDecade Corporation (the "Issuer") and GLNG NA, and (ii) 22,072,103 shares of common stock (the "Tranche 2 Shares") to be issued to GLNG NA in connection with the second closing pursuant to the Stock Purchase Agreement, which is expected to occur shortly after the conversion of the Issuer's Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock (collectively, the "Convertible Preferred Stock"), which was triggered on July 12, 2023 pursuant to the Certificates of Designations for such Convertible Preferred Stock and is expected to occur on July 26, 2023.
Because all of the material conditions under the Stock Purchase Agreement for the Reporting Persons' (as defined below) acquisition of the Tranche 2 Shares have been satisfied, the Reporting Persons are deemed to beneficially own the Tranche 2 Shares as of July 12, 2023 as a result of the Reporting Persons' right to acquire beneficial ownership of such Tranche 2 Shares within sixty days.
The securities reported herein are or will be held directly by GLNG NA, which is a wholly owned subsidiary of TotalEnergies Delaware, Inc. ("TotalEnergies Delaware"), which is a wholly owned subsidiary of TotalEnergies Holdings USA, Inc. ("TotalEnergies Holdings USA"), which is a wholly owned subsidiary of TotalEnergies Gestion USA SARL ("TotalEnergies Gestion USA"), which is a wholly owned subsidiary of TotalEnergies SE (collectively with GLNG NA, TotalEnergies Delaware, TotalEnergies Holdings USA and TotalEnergies Gestion USA, the "Reporting Persons"). As a result, each of the Reporting Persons may be deemed to beneficially own the securities reported herein.
Pursuant to the Purchaser Rights Agreement, dated as of June 14, 2023, between the Issuer and GLNG NA, GLNG NA will have the right to designate a director to the Issuer's board of directors following the second closing pursuant to the Stock Purchase Agreement and, therefore, each of the Reporting Persons may each be deemed a "director by deputization" of the Issuer.
TotalEnergies SE By: /s/ Paul Moss-Bowpitt Name: Paul Moss-Bowpitt Title: Legal Director - Head of Corporate Transactions
2023-07-14
TotalEnergies Gestion USA SARL By: /s/ Eric Bozec Name: Eric Bozec Title: General Manager
2023-07-14
TotalEnergies Holdings USA, Inc. By: /s/ Albert Shung Name: Albert Shung Title: Assistant Secretary
2023-07-14
TotalEnergies Delaware, Inc. By: /s/ Albert Shung Name: Albert Shung Title: Secretary
2023-07-14
Global LNG North America Corp. By: /s/ Joseph Burfitt Name: Joseph Burfitt Title: Secretary
2023-07-14