X0407 4 2023-07-12 true 0001612720 NextDecade Corp. NEXT 0001401388 VALINOR MANAGEMENT, L.P. 405 LEXINGTON AVENUE 34TH FLOOR NEW YORK NY 10174 true 0001601013 Gallo David C/O VALINOR MANAGEMENT L.P. 405 LEXINGTON AVENUE, 34TH FLOOR NEW YORK NY 10174 true 0001713363 Valinor Associates, LLC C/O VALINOR MANAGEMENT L.P. 405 LEXINGTON AVENUE, 34TH FLOOR NEW YORK NY 10174 true 0001401387 VALINOR CAPITAL PARTNERS, L.P. C/O VALINOR MANAGEMENT L.P. 405 LEXINGTON AVENUE, 34TH FLOOR NEW YORK NY 10174 true 0001452938 VALINOR CAPITAL PARTNERS OFFSHORE MASTER FUND, L.P. C/O VALINOR MANAGEMENT L.P. 405 LEXINGTON AVENUE, 34TH FLOOR NEW YORK NY 10174 true false Common Stock, $ 0.0001 par value 2023-07-12 4 C 0 2896781 A 18066012 I See notes Common Stock, $ 0.0001 par value 307403 D Series A Convertible Preferred Stock 2023-07-12 4 C 0 1615 D Common Stock, $0.0001 par value 323138 0 I See notes Series B Convertible Preferred Stock 2023-07-12 4 C 0 2161 D Common Stock, $0.0001 par value 427983 0 I See notes Series A Convertible Preferred Stock 2023-07-12 4 C 0 4614 D Common Stock, $0.0001 par value 922821 0 I See notes Series B Convertible Preferred Stock 2023-07-12 4 C 0 6175 D Common Stock, $0.0001 par value 1222839 0 I See notes This statement is being filed by the following Reporting Persons: Valinor Management, L.P. ("Valinor Management"), Valinor Capital Partners, L.P. ("Valinor Capital"), Valinor Capital Partners Offshore Master Fund, L.P. ("Valinor Capital Offshore"), Valinor Associates, LLC ("Associates"), and David Gallo. 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 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. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except as otherwise disclosed herein and except to the extent of its or his pecuniary interest. Represents shares directly held by David Gallo. As reported by the Issuer in its Form 8-K filed on July 12, 2023 (the "FID 8-K"), 1,615 shares of Series A and 2,161 shares of Series B Convertible Preferred Stock held by Valinor Capital will automatically convert into 323,138 and 427,983 shares of the Issuer's common stock, $0.0001 par value per share ("Common Stock"), respectively, ten business days following the qualifying FID Event that occurred on July 12, 2023 (as defined in the Certificate of Designations for the Issuer's Series A and Series B Convertible Preferred Stock) in accordance with the terms of the applicable Certificates of Designations (the "Mandatory Conversion"). As reported in the FID 8-K, 4,614 shares of Series A and 6,175 shares of Series B Convertible Preferred Stock held by Valinor Capital Offshore will automatically convert into 922,821 and 1,222,839 shares of Common Stock, respectively, in the Mandatory Conversion. The conversion price per share is $5.0021 and $5.0494 for the Series A Preferred Stock and Series B Preferred Stock, respectively, as adjusted pursuant to the applicable Certificate of Designations. Not applicable. Represents aggregate shares of Common Stock directly held following the Mandatory Conversion as follows: 4,616,596 by Valinor Capital; 13,142,013 by Valinor Capital Offshore; and 307,403 by David Gallo. Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference. This Form 4 is filed by Designated Filer Valinor Management LP. See Exhibit 99.1 for signatures 2023-07-14