NextDecade Corp — Major Shareholding Notification 2017

Aug 8, 2017

SC 13G/A 1 sch13ga.htm SC 13G/A Polar Asset Management Partners Inc.: Form SC 13G/A: NextDecade Corporation - Filed by newsfilecorp.com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

NextDecade Corporation (f/k/a Harmony Merger Corp.) (Name of Issuer)

Common Stock, par value $0.0001 per share (Title of Class of Securities)

65342K 105 (CUSIP Number)

July 31, 2017 (Date of Event which Requires Filing of this Statement)

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

[X] Rule 13d-1(b)

[_] Rule 13d-1(c)

[_] Rule 13d-1(d)

(Page 1 of 6 Pages)

*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 the 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. 413247107 13G/A Page 2 of 6 Pages

| 1 | Names of Reporting Persons Polar Asset
Management Partners Inc. | |
| --- | --- | --- |
| 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 Canada | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power 2,089,817 Shares (including 2,049,817 Shares issuable upon exercise of
warrants). |
| | 6 | Shared Voting Power 0 |
| | 7 | Sole Dispositive Power 2,089,817 Shares (including 2,049,817 Shares issuable upon exercise of
warrants). |
| | 8 | Shared Dispositive Power 0 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,089,817 Shares (including 2,049,817 Shares issuable upon exercise of
warrants). | |
| 10 | Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions) [ ] | |
| 11 | Percent of class represented by amount in row (9) 1.95% | |
| 12 | Type of Reporting Person (See Instructions) IA | |

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CUSIP No. 413247107 13G/A Page 3 of 6 Pages

Item 1.

(a)	Name of Issuer:
	The name of the issuer is NextDecade Corporation (f/k/a Harmony Merger Corp.) (the
“ Company ”).
(b)	Address of Issuer’s Principal Executive
Offices:
	The Company’s principal executive offices are located at
3 Waterway Square Place, The Woodlands, TX, 77380.

Item 2.

(a)	Name of Person Filing:
	This statement is filed by Polar Asset Management
Partners Inc., a company incorporated under the laws on Ontario, Canada,
which serves as the investment manager to Polar Multi Strategy Master
Fund, a Cayman Islands exempted company (“ PMSMF ”) and certain
managed accounts (together with PMSMF, the “ Polar Vehicles ”) with respect to the
Shares (as defined below) directly held by the Polar Vehicles.
	The filing of this statement should not be construed as
an admission that the Reporting Person is, for the purposes of Section 13
of the Act, the beneficial owner of the Shares reported herein.
(b)	Address of Principal Business Office or, if None,
Residence:
	The address of the business office of the Reporting
Person is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario M5H 2Y4,
Canada.
(c)	Citizenship:
	The citizenship of the Reporting Person is set forth
above.
(d)	Title and Class of Securities:
	Common Stock, par value $0.0001 per share
(" Shares ")
(e)	CUSIP No.:
	65342K 105

ITEM 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

| (a) | [] | Broker or dealer registered under Section 15 of
the Act; |
| --- | --- | --- |
| (b) | [] | Bank as defined in Section 3(a)(6) of the Act; |
| (c) | [] | Insurance company as defined in Section
3(a)(19) of the Act; |
| (d) | [] | Investment company registered under Section 8
of the Investment Company Act of 1940; |

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CUSIP No. 413247107 13G/A Page 4 of 6 Pages

| (e) | [] | An investment adviser in accordance with Rule
13d-1(b)(1)(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)(1)(ii)(G); |
| (h) | [] | A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | [] | A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act of
1940; |
| (j) | [X] | A non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J); |
| (k) | [] | Group, in accordance with Rule
240.13d-1(b)(1)(ii)(K). |

| | If filing as a non-U.S. institution in accordance with
Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
| --- | --- |
| | The Reporting Person is an investment fund manager,
portfolio manager and exempt market dealer registered with the Ontario
Securities Commission. |
| Item 4. | Ownership |
| | The percentages used herein are calculated based upon
105,225,828 Shares reported to be outstanding as of as July 28, 2017
reported in the Company's Current Report on Form 8-K filed by the Company
with the Securities and Exchange Commission on July 28, 2017. |
| | The information required by Items 4(a) - (c) is set forth
in Rows 5 - 11 of the cover page for the Reporting Person and is
incorporated herein by reference. |

| 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 [x]. |
| Item 6. | Ownership of more than Five Percent on
Behalf of Another Person. |
| | Not applicable. |
| Item 7. | Identification and classification of the subsidiary
which acquired the security being reported on by the parent holding
company or control person. |
| | Not applicable. |
| Item 8. | Identification and classification of members
of the group. |
| | Not applicable. |

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CUSIP No. 413247107 13G/A Page 5 of 6 Pages

Item 9.	Notice of Dissolution of Group.
	Not applicable.
Item 10.	Certifications.
	By signing below the Reporting Person certifies that, to
the best of its knowledge and belief, (i) the securities referred to above
were acquired and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect and (ii) the foreign
regulatory schemes applicable to investment fund managers and
broker-dealers are substantially comparable to the regulatory schemes
applicable to the functionally equivalent U.S. institutions. The Reporting
Person also undertakes to furnish to the Commission staff, upon request,
information that would otherwise be disclosed in a Schedule 13D.

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: August 8, 2017

POLAR ASSET MANAGEMENT PARTNERS INC.
/s/
Jennifer Schwartz
Name:	Jennifer Schwartz
Title:	VP, Legal and Compliance

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