Intuitive Machines, Inc. — Director's Dealing 2023

Jul 19, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intuitive Machines, Inc. (LUNR)
CIK: 0001844452
Period of Report: 2023-07-14

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-07-14	Warrants to purchase Class A Common Stock	$11.5	J	6845000	Disposed	2028-02-13	Class A Common Stock, par value $0.0001 per share (6845000)	Indirect

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
Warrants to purchase Class A Common Stock	$11.5	2028-02-13	Class A Common Stock, par value $0.0001 per share (1768750)	3218750	Indirect

Footnotes

F1: On July 14, 2023, Inflection Point Holdings LLC (the "Sponsor") distributed an aggregate of 6,845,000 private placement warrants consisting of (i) 2,538,125 private placement warrants distributed to Michael Blitzer, (ii) 2,538,125 private placement warrants distributed to Guy Shanon and (iii) 1,768,750 private placement warrants distributed to Kingstown 1740 Fund L.P. ("Kingstown 1740"), in each case as a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement.

F2: 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 shares voting and investment discretion with respect to the securities held by the Sponsor. Kingstown Management GP LLC ("KMGP") is the general partner of KCM and shares voting and investment discretion with respect to the securities held by the Sponsor. Michael Blitzer and Guy Shanon are the Managing Members of KMGP and share voting and investment discretion with respect to the securities held by the Sponsor.

F3: Kingstown 1740 is the holder of the securities reported. KCM is the investment manager of Kingstown 1740 and shares voting and investment discretion with respect to the securities held by Kingstown 1740. KMGP is the general partner of KCM and shares voting and investment discretion with respect to the securities held by Kingstown 1740. Kingstown Capital Partners LLC ("KCP") is the general partner of Kingstown 1740. Michael Blitzer and Guy Shanon are the Managing Members of KMGP and share voting and investment discretion with respect to the securities held by Kingstown 1740.

F4: KCM, KMGP, the Sponsor, Mr. Shanon, KCP and Kingstown 1740 are filing separate Form 4s in connection with the transactions described herein. Each of KMGP, KCM, Mr. Blitzer and Mr. Shanon disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest it or he, as applicable, may have therein, directly or indirectly. Each of KCM, KMGP, KCP, Mr. Blitzer and Mr. Shanon disclaims any beneficial ownership of the securities held by Kingstown 1740 other than to the extent of any pecuniary interest it or he, as applicable, may have therein, directly or indirectly.

F5: Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as a change in form of beneficial ownership, the reported distribution by the Sponsor (as it relates to Mr. Blitzer's deemed beneficial ownership of the securities held by the Sponsor) to its members and the reported acquisition by Mr. Blitzer from the Sponsor, were exempt from Section 16 of the Securities Exchange Act of 1934.