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