Intuitive Machines, Inc. — Director's Dealing 2024

Oct 23, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intuitive Machines, Inc. (LUNR)
CIK: 0001844452
Period of Report: 2024-10-21

Reporting Person: Ghaffarian Kamal Seyed (Director, 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)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-10-21	Class A Common Stock	M	344893	—	Acquired	3839661	Indirect
2024-10-21	Class C Common Stock	D	344893	—	Disposed	36758014	Indirect
2024-10-21	Class A Common Stock	S	344893	$8.0247	Disposed	3494768	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-10-21	Common Units	$	M	344893	Disposed		Class A Common Stock (344893)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	123114	Direct

Footnotes

F1: 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. 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: Following the transactions reported herein, represents (i) 2,026,015 Common Units and shares of Class C Common Stock held of record by GM Enterprises, LLC, (ii) 1,393,824 Common Units and shares of Class C Common Stock held of record by Intuitive Machines KG Parent, LLC and (iii) (x) 33,338,175 Common Units and shares of Class C Common Stock and (y) 3,494,768 shares of Class A Common Stock held of record by Ghaffarian Enterprises, LLC.

F3: Kamal Ghaffarian is the sole managing member of GM Enterprises, LLC and Intuitive Machines KG Parent, LLC, and is the sole trustee of a revocable trust that is the sole member of Ghaffarian Enterprises, 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: The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted by Ghaffarian Enterprises, LLC on March 22, 2024.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.75 to $8.39, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

F6: Includes (i) 215,105 earn out units held of record by GM Enterprises, LLC, (ii) 147,985 earn out units held of record by Intuitive Machines KG Parent, LLC and (iii) 4,261,439 earn out units held of record by Ghaffarian Enterprises, LLC, each of which is subject to forfeiture.