13D Filing: Halcyon Mount Bonnell Fund LP and Nextdecade Corp. (NEXT)

The aggregate number and percentage of the Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D.

(c)  None of the Reporting Persons have effected any transaction in the Shares in the 60 days prior to filing this Amendment No. 1.

(d)  To the knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported on this Statement.

(e)  Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The responses to Item 4 and Item 5 are incorporated herein by reference. Item 6 is further supplemented and amended as follows:

Lock-up Agreements Release Letter

Pursuant to a lock-up release letter from the Issuer dated October 16, 2017, which is attached hereto as Exhibit 10.6, the Issuer released one percent (1%) of the Shares held by certain of the Reporting Persons, which is equal to 94,346 Shares, from the transfer restrictions contained in the lock-up agreements between the Issuer and such Reporting Persons for the purpose of assisting the Issuer in its plan to regain compliance with Nasdaq Listing Rules.

Item 7.

Material to Be Filed as Exhibits

Item 7 is amended and supplemented as follows:

10.6*

Lock-Up Agreement Release Letter, dated October 16, 2017

* Filed herewith.