07/31/2024 | Press release | Distributed by Public on 07/31/2024 14:17
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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. 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 Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HGC Next Inv LLC 501 2ND STREET, SUITE 500 SAN FRANCISCO, CA94107 |
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Hanwha Impact Partners Inc. 501 2ND STREET, SUITE 500 SAN FRANCISCO, CA94107 |
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Hanwha Impact Global Corp 86, CHEONGGYECHEON-RO, JUNG-GU SEOUL, M5 |
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Hanwha Aerospace Co., Ltd. 1204, CHANGWON-DAERO, SEONGSAN-GU CHANGWON-SI, GYEONGSANGNAM-DO, M551542 |
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Hanwha Ocean USA International LLC 5051 WESTHEIMER RD. GALLERIA TOWER II, SUITE 1400 HOUSTON, TX77056 |
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Hanwha Ocean USA Holdings Corp. 5051 WESTHEIMER RD. GALLERIA TOWER II, SUITE 1400 HOUSTON, TX77056 |
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Hanwha Ocean Co., Ltd. 3370, GEOJE-DAERO GEOJE-SI, GYEONGSANGNAM-DO, M553302 |
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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 |
(*) | 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. |