Intuitive Machines, Inc. — Director's Dealing 2023

Feb 15, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intuitive Machines, Inc. (LUNR)
CIK: 0001844452
Period of Report: 2023-02-10

Reporting Person: Inflection Point Holdings LLC (10% Owner, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-10	Class A Common Stock	M	8243750	—	Acquired	8243750	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-10	Class B ordinary shares, par value $0.0001 per share	$	M	8243750	Disposed		Class A ordinary shares, par value $0.0001 per share (8243750)	Direct
2023-02-13	Warrants to purchase Class A Common Stock	$11.50	A	6845000	Acquired	2028-02-13	Class A Common Stock, par value $0.0001 per share (6845000)	Direct

Footnotes

F1: In connection with and immediately prior to the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer (which was formerly known as Inflection Point Acquisition Corp. or "Inflection Point") and Intuitive Machines, LLC, among other things, each of Inflection Point's Class B ordinary shares converted into one Class A ordinary share of Inflection Point as described under the heading "Description of Securities" in Inflection Point's Registration Statement on Form S-1 (File No.333-253963). Immediately after such conversion, each Class A ordinary share of Inflection Point converted into one share of the Issuer's Class A common stock (the "Class A Common Stock") on a one-for-one basis.

F2: Inflection Point Holdings LLC is the record holder of such securities. Kingstown Capital Management, L.P. ("KCM") is the manager of Inflection Point Holdings LLC and shares voting and investment discretion with respect to the securities held by Inflection Point Holdings LLC. Kingstown Management GP LLC ("KMGP") is the general partner of KCM and shares voting and investment discretion with respect to the securities held by Inflection Point Holdings LLC. Michael Blitzer and Guy Shanon are the Managing Members of KMGP and share voting and investment discretion with respect to the securities held by Inflection Point Holdings LLC. KCM, KMGP, Michael Blitzer and Guy Shanon have filed a separate Form 4 in connection with the transactions described herein.

F3: The Warrants are reported as acquired for purposes of Section 16 of the Exchange Act concurrent with the Closing, because, pursuant to their terms, their exercise was not within the control of the Reporting Persons until the Closing. 6,845,000 Warrants were initially acquired in a private placement from the Issuer concurrent with the Issuer's initial public offering.

F4: Each of KMGP, KCM, Michael Blitzer and Guy Shanon disclaims any beneficial ownership of the securities held by Inflection Point Holdings LLC other than to the extent of any pecuniary interest it or he, as applicable, may have therein, directly or indirectly.