Kamal Seyed Ghaffarian - 14 Feb 2023 Form 3 Insider Report for Intuitive Machines, Inc. (LUNR)

Role: Executive Chairman, Director, 10%+ Owner
Signature: Kamal Ghaffarian, By: /s/ Steven Vontur, Attorney-in-Fact
Issuer symbol: LUNR
Transactions as of: 14 Feb 2023
Net transactions value: $0
Form type: 3
Filing time: 14 Feb 2023, 17:37:49 UTC
Previous filing: 02 May 2023
Next filing: 07 Sep 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	LUNR	Class C Common Stock						42,015,518	14 Feb 2023	See footnotes	F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	LUNR	Common Units							14 Feb 2023	Class A Common Stock	48,181,559		See footnote	F2, F3, F4, F5
holding	LUNR	Series A Preferred Stock							14 Feb 2023	Class A Common Stock	416,667		See footnote	F3, F6, F7
holding	LUNR	Warrants							14 Feb 2023	Class A Common Stock	104,167	$15.00	See footnote	F3, F7, F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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.

Remarks:

Exhibit 24 - Power of Attorney.