NextDecade Corporation

07/31/2024 | Press release | Distributed by Public on 07/31/2024 14:17

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person *
HGC Next Inv LLC
2. Issuer Name and Ticker or Trading Symbol
NextDecade Corp. [NEXT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
501 2ND STREET, SUITE 500 ,
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
SAN FRANCISCO CA 94107
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 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 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HGC Next Inv LLC
501 2ND STREET, SUITE 500

SAN FRANCISCO, CA94107



Hanwha Impact Partners Inc.
501 2ND STREET, SUITE 500

SAN FRANCISCO, CA94107



Hanwha Impact Global Corp
86, CHEONGGYECHEON-RO, JUNG-GU

SEOUL, M5



Hanwha Aerospace Co., Ltd.
1204, CHANGWON-DAERO, SEONGSAN-GU

CHANGWON-SI, GYEONGSANGNAM-DO, M551542



Hanwha Ocean USA International LLC
5051 WESTHEIMER RD.
GALLERIA TOWER II, SUITE 1400
HOUSTON, TX77056



Hanwha Ocean USA Holdings Corp.
5051 WESTHEIMER RD.
GALLERIA TOWER II, SUITE 1400
HOUSTON, TX77056



Hanwha Ocean Co., Ltd.
3370, GEOJE-DAERO

GEOJE-SI, GYEONGSANGNAM-DO, M553302



Signatures

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

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(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).
(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.
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