SEC Form 3 · accession 0001461790-15-000057
NextDecade Corp · NEXT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
K2 PRINCIPAL FUND, L.P.
10% Owner
Shawn Kimel
10% Owner
Shawn Kimel Investments, Inc.
10% Owner
K2 GENPAR 2009 INC
10% Owner
K2 GENPAR LP
10% Owner
Period of report
Mar 24, 2015
Accepted (ET)
May 5, 2015 · 4:52 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001612720
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.0001 per shareF1,F2 | holding | — | — | — | 1,540,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Redeemable WarrantsF1,F3,F4 | $11.50 | holding | — | — | — | — | — | Common Stock | 1,540,000 | — | D |
Explanation of responses
- F1Represents securities underlying 1,540,000 units of the Issuer ("Units"). Each Unit consists of one share of common stock and one redeemable warrant ("Warrant") to purchase one share of common stock.
- F2The reported securities are owned directly by the K2 Principal Fund, L.P. (the "Fund"), and indirectly by: K2 GenPar L.P., the general partner of the Fund (the "GP"), K2 GenPar 2009 Inc., the general partner of the GP ("GenPar 2009"), Shawn Kimel Investments Inc., which owns 100% of the equity interests in GenPar 2009 ("SKI"), and Shawn Kimel, the sole owner of SKI. SKI owns 66.5% of the equity interests of K2 & Associates Investment Management Inc. ("K2 & Associates"). K2 & Associates is the investment manager of the Fund. Shawn Kimel, through his ownership of SKI and his being president of each of SKI, the GP, GenPar2009 and K2 & Associates, control the voting and disposition of the securities referred to herein.
- F3Each Warrant will become exercisable on the later of 30 days after the completion of an initial business combination and March 23, 2016.
- F4Each Warrant will expire five years after the completion of an initial business combination, or earlier upon redemption.