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^*

HGC Next Inv LLC

(Last)

(First)

(Middle)

501 2ND STREET, SUITE 500

(Street)

SAN FRANCISCO

94107

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2024

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	07/29/2024		P⁽¹⁾		5,845,454	A	$7.5	17,536,368	D⁽²⁾⁽³⁾
Common Stock	07/29/2024		P⁽¹⁾		5,845,455	A	$7.5	17,536,369	D⁽³⁾⁽⁴⁾
Common Stock								23,410,842	D⁽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^*

HGC Next Inv LLC

(Last)

(First)

(Middle)

501 2ND STREET, SUITE 500

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Hanwha Impact Partners Inc.

(Last)

(First)

(Middle)

501 2ND STREET, SUITE 500

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Hanwha Impact Global Corp

(Last)

(First)

(Middle)

86, CHEONGGYECHEON-RO, JUNG-GU

(Street)

SEOUL

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Hanwha Aerospace Co., Ltd.

(Last)

(First)

(Middle)

1204, CHANGWON-DAERO, SEONGSAN-GU

(Street)

CHANGWON-SI, GYEONGSANGNAM-DO

51542

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Hanwha Ocean USA International LLC

(Last)

(First)

(Middle)

5051 WESTHEIMER RD.

GALLERIA TOWER II, SUITE 1400

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Hanwha Ocean USA Holdings Corp.

(Last)

(First)

(Middle)

5051 WESTHEIMER RD.

GALLERIA TOWER II, SUITE 1400

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Hanwha Ocean Co., Ltd.

(Last)

(First)

(Middle)

3370, GEOJE-DAERO

(Street)

GEOJE-SI, GYEONGSANGNAM-DO

53302

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On July 29, 2024, pursuant to the secondary block trade agreement, dated June 13, 2024, by and among Hanwha Ocean USA International LLC ("Hanwha Ocean LLC"), a Delaware limited liability company, and the sellers party thereto (the "Sellers"), and the secondary block trade agreement, dated June 13, 2024, by and among Hanwha Aerospace Co., Ltd. ("Hanwha Aerospace"), a corporation organized under the laws of the Republic of Korea, and the Sellers, Hanwha Ocean LLC and Hanwha Aerospace purchased an aggregate of 35,072,737 shares of common stock ("Common Stock"), par value $0.0001 per share, of NextDecade Corporation, for a purchase price of $7.50 per share from the Sellers as more fully described in the Amendment No. 3 to the Schedule 13D filed by HGC NEXT INV LLC ("HGC"), a Delaware limited liability company, on July 31, 2024.

2. Reflects securities held directly by Hanwha Aerospace.

3. This filing shall not be deemed an admission that the reporting persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, or are subject to Section 16 of the Exchange Act, and each of the reporting persons disclaims beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein.

4. Reflects securities held directly by Hanwha Ocean LLC. Hanwha Ocean USA Holdings Corp. ("Hanwha Ocean Corp."), a Delaware corporation, is the sole member of Hanwha Ocean LLC, and Hanwha Ocean Co., Ltd., a corporation organized under the laws of the Republic of Korea, is the sole shareholder of Hanwha Ocean Corp.

5. Reflects securities held directly by HGC. Hanwha Impact Partners Inc., a Delaware corporation ("HIP"), is the sole member of HGC, and Hanwha Impact Global Corporation, a corporation organized under the laws of the Republic of Korea, is the sole shareholder of HIP.

Remarks:

The reporting persons may be deemed members of a "group" (as such term is used in Section 13(d) of the Exchange Act and the rules promulgated thereunder) that beneficially owns more than 10% of the outstanding shares of Common Stock. Each of the reporting persons disclaims membership in any such group.

	HGC NEXT INV LLC By: Hanwha Impact Partners Inc., its managing member By: /s/ Sunghyun Hong Name: Sunghyun Hong Title: President	07/31/2024
	Hanwha Impact Global Corporation By: /s/ Moonkee Yu Name: Moonkee Yu Title: President	07/31/2024
	Hanwha Impact Partners By: /s/ Sunghyun Hong Name: Sunghyun Hong Title: President	07/31/2024
	Hanwha Aerospace Co., Ltd. By: /s/ Jaeil Son Title: Chief Executive Officer	07/31/2024
	Hanwha Ocean USA International LLC By: /s/ Sukwon Lee Title: Chief Executive Officer	07/31/2024
	Hanwha Ocean USA Holdings Corp. By: /s/ Sukwon Lee Title: Chief Executive Officer	07/31/2024
	Hanwha Ocean Co., Ltd. By: /s/ Duhyoung Ryoo Title: President	07/31/2024
	** 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).
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