Inflection Point Holdings LLC - Feb 10, 2023 Form 4 Insider Report for Intuitive Machines, Inc. (LUNR)

Signature
/s/ Russell Deutsch, Attorney-in-Fact for Inflection Point Holdings LLC
Stock symbol
LUNR
Transactions as of
Feb 10, 2023
Transactions value $
$6,845,000
Form type
4
Date filed
2/14/2023, 07:18 PM
Previous filing
Sep 21, 2021
Next filing
Aug 16, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LUNR Class A Common Stock Options Exercise +8.24M 8.24M Feb 10, 2023 Direct F1, F2, F4

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
transaction LUNR Class B ordinary shares, par value $0.0001 per share Options Exercise $0 -8.24M -100% $0.00* 0 Feb 10, 2023 Class A ordinary shares, par value $0.0001 per share 8.24M Direct F1, F2, F4
transaction LUNR Warrants to purchase Class A Common Stock Award $6.85M +6.85M $1.00 6.85M Feb 13, 2023 Class A Common Stock, par value $0.0001 per share 6.85M $11.50 Direct F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.

Remarks:

Inflection Point Holdings LLC may be deemed a director by deputization by virtue of its representation on the board of directors of the Issuer. Michael Blitzer is a member of the board of directors of the Issuer. Guy Shanon stepped down from the board of directors of the Issuer in connection with Closing.