Form 4 for NEXT NextDecade Corp
Accepted 2022-05-26 00:00:00 ET · period of report 2022-05-24 · accession 0001140361-22-020848 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2022-05-26 | 2022-05-24 | NEXT | VALINOR MANAGEMENT, L.P. | Dir, 10% | S - Sale+OE | — | -182 | 11.00M | -0.0% | — |
| DMI | 2022-05-26 | 2022-05-24 | NEXT | VALINOR MANAGEMENT, L.P. | Dir, 10% | X - OptEx | — | +124.6K | 11.00M | +1% | — |
| DMI | 2022-05-26 | 2022-05-24 | NEXT | VALINOR MANAGEMENT, L.P. | Dir, 10% | X - OptEx | — | -124.6K | 0 | -100% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock, $ 0.0001 par value | 2022-05-24 | S | D | 48 | — | 3,865,475 | I See note | — | — | (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. (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. |
| 2 | Common | Common Stock, $ 0.0001 par value | 2022-05-24 | X | A | 32,893 | — | 3,865,523 | I See note | — | — | (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. (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. |
| 3 | Common | Common Stock, $ 0.0001 par value | 2022-05-24 | S | D | 134 | — | 10,996,353 | I See note | — | — | (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. (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. |
| 4 | Common | Common Stock, $ 0.0001 par value | 2022-05-24 | X | A | 91,754 | — | 10,996,487 | I See note | — | — | (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. (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. |
| 5 | Derivative | Series B Warrants | 2022-05-24 | X | D | 91,754 | — | 0 | I See note | $0.01 · 2022-05-24 to 2022-05-24 | 91,754 Common Stock, $0.0001 par value | (F2) Represents shares directly held by Valinor Capital following the Series B Warrant exercise. (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. |
| 6 | Derivative | Series B Warrants | 2022-05-24 | X | D | 32,893 | — | 0 | I See note | $0.01 · 2022-05-24 to 2022-05-24 | 32,893 Common Stock, $0.0001 par value | (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. (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. |