HGC Next Inv LLC - 29 Jul 2024 Form 4 Insider Report for NextDecade Corp. (NEXT)

Role
10%+ Owner
Signature
HGC NEXT INV LLC By: Hanwha Impact Partners Inc., its managing member By: /s/ Sunghyun Hong Name: Sunghyun Hong Title: President
Issuer symbol
NEXT
Transactions as of
29 Jul 2024
Net transactions value
+$87,681,818
Form type
4
Filing time
31 Jul 2024, 16:17:03 UTC
Previous filing
24 Jul 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NEXT Common Stock Purchase $43,840,905 +5,845,454 +50% $7.50 17,536,368 29 Jul 2024 Direct F1, F2, F3
transaction NEXT Common Stock Purchase $43,840,912 +5,845,455 +50% $7.50 17,536,369 29 Jul 2024 Direct F1, F3, F4
holding NEXT Common Stock 23,410,842 29 Jul 2024 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 Reflects securities held directly by Hanwha Aerospace.
F3 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.
F4 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.
F5 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.