Intuitive Machines, Inc. — Director's Dealing 2023

Aug 16, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intuitive Machines, Inc. (LUNR)
CIK: 0001844452
Period of Report: 2023-08-14

Reporting Person: BLITZER MICHAEL (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-08-14	Class A Common Stock	J	8243750	—	Disposed	0	Indirect
2023-08-14	Class A Common Stock	J	1150000	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-08-14	Warrants to purchase Class A Common Stock	$11.5	J	3218750	Disposed	2028-02-13	Class A Common Stock, par value $0.0001 per share (3218750)	Indirect
2023-08-14	Series A Preferred Stock, par value $0.0001 per share	$12	J	21000	Disposed		Class A Common Stock, par value $0.0001 per share (1801301)	Indirect
2023-08-14	Warrants to purchase Class A common Stock	$15	J	437500	Disposed	2028-02-13	Class A Common Stock, par value $0.0001 per share (437500)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1680994	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrants to purchase Class A Common Stock	$11.5	2028-02-13	Class A Common Stock, par value $0.0001 per share (2538125)	2538125	Direct

Footnotes

F1: Inflection Point Holdings LLC (the "Sponsor") was the holder of such securities prior to their distribution. Kingstown Capital Management, L.P. ("KCM") is the manager of the Sponsor, and Kingstown Management GP LLC ("KMGP") is the general partner of KCM, and each shared voting and investment discretion with respect to the securities held by the Sponsor. Michael Blitzer and Guy Shanon, as Managing Members of KMGP, shared voting and investment discretion with respect to the securities held by the Sponsor. On August 14, 2023, Michael Blitzer relinquished voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM and/or KMGP and information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, the entities managed or controlled by KCM and/or KMGP or Mr. Shanon. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by the Sponsor.

F2: On August 14, 2023, the Sponsor distributed an aggregate of 8,243,750 shares of Class A common stock of the Issuer to its members, in a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement.

F3: KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities.

F4: The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. Information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, KCP, Mr. Shanon or the funds managed or controlled by any of them. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP.

F5: To the extent required, the other persons and entities described herein are filing separate Form 4s in connection with the changes in beneficial ownership described herein. Each of KMGP, KCM, KCP, Mr. Blitzer and Mr. Shanon disclaim any beneficial ownership of the reported securities other than to the extent of any pecuniary interest it or he, as applicable, may have therein, directly or indirectly.

F6: Represents (i) 1,662,673 shares of Class A common stock received in the distribution by the Sponsor described in Note 2 and (ii) an award of 18,321 restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Class A common stock. The RSUs will vest in full on the earlier to occur of the first anniversary of the grant date and the date of the next annual meeting following the grant date. The RSUs do not expire.

F7: Under Rule 16a-9 promulgated under the Exchange Act, as a pro rata distribution, and/or under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as a change in form of beneficial ownership, the receipt of securities by Mr. Blitzer from the Sponsor, was exempt from Section 16 of the Exchange Act.

F8: Represents (i) 1,450,000 warrants received upon separation of units purchased for $10.00 per unit in the Issuer's initial public offering and (ii) 1,768,750 warrants received from the Sponsor in a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement. Pursuant to the terms of the warrant agreement, the fund that holds the reported securities has opted for a 4.9% beneficial ownership blocker, pursuant to which it may not exercise its warrants for shares of Class A common stock to the extent that, upon giving effect to such exercise, the fund (together with its affiliates and any persons acting as a group together with the fund or its affiliates) would beneficially own greater than 4.9% of the Issuer's Class A common stock as calculated in accordance with Rule 13d-3 under the Exchange Act.

F9: The fund that holds the reported securities purchased (i) 21,000 shares of 10% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share of the Issuer (the "Series A Stock") and (ii) a warrant to purchase 437,500 shares of Class A common stock at an initial exercise price of $15.00 per share (the "Preferred Investor Warrant"), subject to adjustment, at an aggregate purchase price of $21,000,000. Each share of Series A Stock is convertible into a number of shares of Class A common stock, which is determined by dividing the Accrued Value (as defined in the Certificate of Designation for the Series A Stock (the "Certificate of Designation")) by the conversion price of $12.00 per share, subject to adjustment as set forth in the Certificate of Designation. Currently, the 21,000 shares of Series A Stock are convertible into 1,801,301 shares of Class A common stock. The Series A Stock has no expiration date.

F10: Pursuant to the Certificate of Designation, the fund that holds the reported securities has opted for a 4.99% beneficial ownership blocker, pursuant to which it may not convert its shares of Series A Stock into shares of Class A common stock to the extent that, upon giving effect to such conversion, such fund (together with its affiliates and any persons acting as a group together with it or its affiliates) would beneficially own greater than 4.99% of the Issuer's Class A common stock as calculated in accordance with Rule 13d-3 under the Exchange Act.

F11: Pursuant to the terms of the Preferred Investor Warrant, the fund that holds the reported securities has opted for a 4.99% beneficial ownership blocker, pursuant to which it may not exercise its Preferred Investor Warrant for shares of Class A common stock to the extent that, upon giving effect to such exercise, such fund (together with its affiliates and any persons acting as a group together with it or its affiliates) would beneficially own greater than 4.99% of the Issuer's Class A common stock as calculated in accordance with Rule 13d-3 under the Exchange Act.

F12: The reported holdings (which are reported herein on a voluntary basis) are excluded from the Reporting Person's beneficial ownership as calculated in accordance with Rule 13d-3 under the Exchange Act due to the effect of a warrant exercise blocker provision, but included in the Reporting Person's beneficial ownership as calculated in accordance with Rule 16a-1(a)(2) under the Exchange Act. Pursuant to the terms of the warrant agreement, Mr. Blitzer has opted for a 9.8% beneficial ownership blocker, pursuant to which he may not exercise his warrants for shares of Class A common stock to the extent that, upon giving effect to such exercise, he (together with his affiliates and any persons acting as a group together with him or his affiliates) would beneficially own greater than 9.8% of the Issuer's Class A common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.