| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Intuitive Machines, Inc. [ LUNR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/14/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants to purchase Class A Common Stock | $11.5 | 07/14/2023 | J(1) | 6,845,000 | 03/15/2023 | 02/13/2028 | Class A Common Stock, par value $0.0001 per share | 6,845,000 | $0 | 0 | I | By Inflection Point Holdings LLC(2)(4) | |||
| Warrants to purchase Class A Common Stock | $11.5 | 07/14/2023 | J(1) | 1,768,750 | 03/15/2023 | 02/13/2028 | Class A Common Stock, par value $0.0001 per share | 1,768,750 | $0 | 1,768,750 | I | By Kingstown 1740 Fund L.P.(3)(4) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On July 14, 2023, 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. |
| 2. 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. |
| 3. 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") and shares voting and investment discretion with respect to the securities held by Kingstown 1740 is the general partner of Kingstown 1740. Michael Blitzer and Guy Shanon are the Managing Members of KMGP and KCP and share voting and investment discretion with respect to the securities held by Kingstown 1740. |
| 4. Mr. Blitzer, Mr. Shanon, KCP and Kingstown 1740 are filing separate Form 4s in connection with the transactions described herein. Each of the Sponsor, 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. |
| Remarks: |
| The Sponsor, KCM and KMGP may be deemed directors by deputization by virtue of their representation on the board of directors of the Issuer. Michael Blitzer is a member of the board of directors of the Issuer. See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. |
| /s/ Michael Blitzer, By: Kingstown Management GP, LLC its general partner, By: Michael Blitzer, its Managing Member, for Kingstown Capital Management L.P. | 07/18/2023 | |
| /s/ Michael Blitzer, By: Michael Blitzer, its Managing Member, for Kingstown Management GP LLC | 07/18/2023 | |
| /s/ Michael Blitzer, By: Kingstown Capital Management L.P., By: Kingstown Management GP, LLC its general partner, By: Michael Blitzer, its Managing Member, for Inflection Point Holdings LLC. | 07/18/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Exhibit 99.1
Joint Filer Information
| Name of Joint Filer: | Kingstown Capital Management L.P. |
| Address of Joint Filer: | 167 Madison Avenue, Suite 205 #1033 |
| New York, NY 10016 | |
| Relationship of Joint Filer to Issuer: | 10% Owner, Director by deputization |
| Issuer Name and Ticker or Trading Symbol: | Intuitive Machines, Inc. [LUNR] |
| Date of Event Requiring Statement: | |
| (Month/Day/Year): | 07/14/2023 |
| Name of Joint Filer: | Kingstown Management GP LLC |
| Address of Joint Filer: | c/o Kingstown Capital Management, L.P. |
| 167 Madison Avenue, Suite 205 #1033 | |
| New York, NY 10016 | |
| Relationship of Joint Filer to Issuer: | 10% Owner, Director by deputization |
| Issuer Name and Ticker or Trading Symbol: | Intuitive Machines, Inc. [LUNR] |
| Date of Event Requiring Statement: | |
| (Month/Day/Year): | 07/14/2023 |
| Name of Joint Filer: | Inflection Point Holdings LLC |
| Address of Joint Filer: | c/o Kingstown Capital Management, L.P. |
| 167 Madison Avenue, Suite 205 #1033 | |
| New York, NY 10016 | |
| Relationship of Joint Filer to Issuer: | 10% Owner, Director by deputization |
| Issuer Name and Ticker or Trading Symbol: | Intuitive Machines, Inc. [LUNR] |
| Date of Event Requiring Statement: | |
| (Month/Day/Year): | 07/14/2023 |