Intuitive Machines, Inc. — Director's Dealing 2023

Feb 15, 2023

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Intuitive Machines, Inc. (LUNR)
CIK: 0001844452
Period of Report: 2023-02-14

Reporting Person: Ghaffarian Kamal Seyed (Director, Executive Chairman, 10% Owner)
Reporting Person: Ghaffarian Enterprises, LLC (10% Owner)
Reporting Person: GM Enterprises, LLC (10% Owner)
Reporting Person: Intuitive Machines KG Parent, LLC (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class C Common Stock	42015518	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Units	$		Class A Common Stock (48181559)		Indirect
Series A Preferred Stock	$		Class A Common Stock (416667)		Indirect
Warrants	$15.00	2028-02-13	Class A Common Stock (104167)		Indirect

Footnotes

F1: Upon the redemption of any Common Units, a number of shares of Class C Common Stock equal to the number of Common Units that are redeemed will automatically be cancelled for no consideration.

F2: Represents (i) 1,954,313 Common Units and shares of Class C Common Stock held of record by GM Enterprises, LLC, (ii) 1,344,496 Common Units and shares of Class C Common Stock held of record by Intuitive Machines KG Parent, LLC and (iii) 38,716,709 Common Units and shares of Class C Common Stock held of record by Ghaffarian Enterprises, LLC.

F3: Kamal Ghaffarian is the sole trustee of a revocable trust, which is the sole member of each of Ghaffarian Enterprises, LLC, GM Enterprises, LLC and Intuitive Machines KG Parent, LLC. As a result, Dr. Ghaffarian may be deemed to share beneficial ownership of the securities reported herein, but disclaims beneficial ownership except to the extent of his pecuniary interest therein.

F4: Includes (i) 286,808 earn out units held of record by GM Enterprises, LLC, (ii) 197,313 earn out units held of record by Intuitive Machines KG Parent, LLC and (iii) 5,681,920 earn out units held of record by Ghaffarian Enterprises, LLC, each of which is subject to forfeiture provisions described in that certain Business Combination Agreement, dated September 16, 2022, by and between Inflection Point Acquisition Corp. and Intuitive Machines, LLC.

F5: The Common Units of Intuitive Machines, LLC may be redeemed for shares of the Issuer's Class A Common Stock on a one-to-one basis at the discretion of the holder. The Common Units do not expire.

F6: The Series A Preferred Stock may be converted at the holder's option into shares of the Issuer's Class A Common Stock on a 1-to-83.3333 basis and only to the extent that doing so would not result in the holder becoming the beneficial owner of more than 9.99% of the then-outstanding Class A Common Stock, in accordance with the terms of the Certificate of Designation governing the Series A Preferred Stock.

F7: Securities held of record by Ghaffarian Enterprises, LLC.

F8: The holder of the Warrants may exercise such Warrants only to the extent that doing so would not result in the holder becoming the beneficial owner of more than 9.99% of the then-outstanding Class A Common Stock, in accordance with the terms of the Class A Common Stock Purchase Warrant.