NextDecade Corp — Major Shareholding Notification 2016

Feb 16, 2016

SC 13G 1 sc13g0216eric_harmony.htm SCHEDULE 13G

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. __)*

HARMONY MERGER CORP.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
413247 107
(CUSIP Number)
December 31, 2015
(Date of Event Which Requires Filing
of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 413247 107 13G Page 2 of 5 Pages

| 1 | NAMES
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Eric S. Rosenfeld | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a)
☐ (b)
☐ | |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5 | SOLE
VOTING POWER 1,704,508
Shares |
| | 6 | SHARED
VOTING POWER 0 |
| | 7 | SOLE
DISPOSITIVE POWER 1,704,508
Shares |
| | 8 | SHARED
DISPOSITIVE POWER 0 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,704,508
Shares | |
| 10 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.3% | |
| 12 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) IN | |

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CUSIP No. 413247 107 13G Page 3 of 5 Pages

Item 1(a). Name of Issuer:

Harmony Merger Corp. (“Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

777 Third Avenue, 37th Floor, New York, New York 10017

Item 2(a). Name of Person Filing:

Eric S. Rosenfeld (“Rosenfeld”)

Item 2(b). Address of Principal Business Office or, if None, Residence:

The principal business address of Rosenfeld is 777 Third Avenue, 37th Floor, New York, New York 10017.

Item 2(c). Citizenship:

Rosenfeld is a United States citizen

Item 2(d). Title of Class of Securities:

Common Stock, par value $.0001 per share

Item 2(e). CUSIP Number:

413247 107

ITEM 3. If This Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a) ☐ Broker or dealer registered under Section 15 of the Exchange Act;

(b) ☐ Bank as defined in Section 3(a)(6) of the Exchange Act;

(c) ☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act;

(d) ☐ Investment company registered under Section 8 of the Investment Company Act;

(e) ☐ An investment adviser in accordance with Rule 13d-1(b)(ii)(E);

(f) ☐ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g) ☐ A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G)

(h) ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i) ☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j) ☐ Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ________

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CUSIP No. 413247 107 13G Page 4 of 5 Pages

ITEM 4. Ownership.

(a) Amount beneficially owned:

Rosenfeld beneficially owns 1,704,508 shares of common stock. This amount includes 90,000 shares held by the Rosenfeld Children’s Successor Trust which Mr. Rosenfeld controls. This amount does not include 118,942 shares of common stock issuable upon exercise of warrants, none of which are exercisable and will not become exercisable within 60 days.

(b) Percent of Class:

11.3%

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote:

1,704,508 shares of common stock

(ii) Shared power to vote or to direct the vote:

0 shares of common stock

(iii) Sole power to dispose or to direct the disposition of:

1,704,508 shares of common stock

(iv) Shared power to dispose or to direct the disposition of:

0 shares of common stock

ITEM 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.

None.

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

None.

ITEM 8. Identification and Classification of Members of the Group.

None.

ITEM 9. Notice of Dissolution of Group.

None.

ITEM 10. Certifications.

None.

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CUSIP No. 413247 107 13G Page 5 of 5 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 16, 2016

/s/ Eric S. Rosenfeld
Eric S. Rosenfeld

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