Valinor Management, L.P. - May 24, 2022 Form 4 Insider Report for NextDecade Corp. (NEXT)

Role
10%+ Owner
Signature
See Exhibit 99.1 for signatures
Stock symbol
NEXT
Transactions as of
May 24, 2022
Transactions value $
$0
Form type
4
Date filed
5/26/2022, 05:45 PM
Previous filing
Aug 9, 2021
Next filing
Jul 14, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NEXT Common Stock, $ 0.0001 par value Exercise of in-the-money or at-the-money derivative security +32.9K +0.86% 3.87M May 24, 2022 See note F1, F6
transaction NEXT Common Stock, $ 0.0001 par value Sale -48 0% 3.87M May 24, 2022 See note F1, F2, F6
transaction NEXT Common Stock, $ 0.0001 par value Exercise of in-the-money or at-the-money derivative security +91.8K +0.84% 11M May 24, 2022 See note F3, F6
transaction NEXT Common Stock, $ 0.0001 par value Sale -134 0% 11M May 24, 2022 See note F3, F4, F6
holding NEXT Common Stock, $ 0.0001 par value 307K May 24, 2022 Direct F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NEXT Series B Warrants Exercise of in-the-money or at-the-money derivative security -32.9K -100% 0 May 24, 2022 Common Stock, $0.0001 par value 32.9K $0.01 See note F1, F6
transaction NEXT Series B Warrants Exercise of in-the-money or at-the-money derivative security -91.8K -100% 0 May 24, 2022 Common Stock, $0.0001 par value 91.8K $0.01 See note F2, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to that certain Series B Warrant Agreement, dated as of May 24, 2019 (the "Series B Warrant Agreement"), Valinor Capital Partners, L.P. ("Valinor Capital") exercised a warrant to purchase 32,893 shares of the Issuer's common stock for $0.01 per share and paid the exercise price on a cashless basis, resulting in the Issuer withholding 48 shares from, and issuing 32,845 shares to, Valinor Capital.
F2 Represents shares directly held by Valinor Capital following the Series B Warrant exercise.
F3 Pursuant to the Series B Warrant Agreement, Valinor Capital Partners Offshore Master Fund, L.P. ("Valinor Capital Offshore") exercised a warrant to purchase 91,754 shares of the Issuer's common stock for $0.01 per share and paid the exercise price on a cashless basis, resulting in the Issuer withholding 134 shares from, and issuing 91,620 shares to, Valinor Capital Offshore.
F4 Represents shares directly held by Valinor Capital Offshore following the Series B Warrant exercise.
F5 Represents shares directly held by David Gallo.
F6 Valinor Management, L.P. ("Valinor Management") serves as investment manager to Valinor Capital and Valinor Capital Offshore. 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 and Valinor Capital Offshore. Each of Valinor Management, Associates and David Gallo may be deemed to beneficially own the securities held by Valinor Capital and Valinor Capital Offshore and disclaims beneficial ownership of the reported equity securities, except to the extent of its or his pecuniary interest.

Remarks:

Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference. This Form 4 is filed by Designated Filer Valinor Management LP.