Kingstown 1740 Fund L.P. - Feb 22, 2023 Form 4 Insider Report for Intuitive Machines, Inc. (LUNR)

Role
Other*, 10%+ Owner
Signature
/s/ Michael Blitzer, By: Kingstown Capital Management L.P., its investment manager, By: Kingstown Management GP LLC, its general partner, By: Michael Blitzer, its Managing Member, for Kingstown 1740 Fund, L.P.
Stock symbol
LUNR
Transactions as of
Feb 22, 2023
Transactions value $
$0
Form type
4
Date filed
2/24/2023, 07:01 PM
Previous filing
Feb 14, 2023
Next filing
Jul 18, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LUNR Class A Common Stock Other -1.75M -60.34% 1.15M Feb 22, 2023 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On February 22, 2023, Kingstown 1740 Fund, L.P. ("Kingstown 1740") distributed 1,750,000 of the shares of Class A common stock, par value $0.0001 per share of the Issuer (the "Class A Common Stock") held by it, in a pro rata distribution for no consideration in accordance with the terms of its limited partnership agreement.
F2 Kingstown 1740 Fund, L.P. ("Kingstown 1740") is the holder of the securities reported herein. Kingstown Capital Management, L.P. ("KCM") is the investment manager of Kingstown 1740 and shares voting and investment discretion with respect to the securities held by Kingstown 1740. Kingstown Management GP LLC ("KMGP") is the general partner of KCM and shares voting and investment discretion with respect to the ordinary shares held of record by Kingstown 1740. Kingstown Capital Partners LLC ("KCP") is the general partner of Kingstown 1740. Michael Blitzer and Guy Shanon are the Managing Members of KMGP and share voting and investment discretion with respect to the ordinary shares held of record by Kingstown 1740. KCM, KMGP, Michael Blitzer and Guy Shanon have filed a separate Form 4 in connection with the transactions described herein.
F3 Each of KCM, KMGP, KCP, Michael Blitzer and Guy 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:

Kingstown 1740 and KCP 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. Guy Shanon stepped down from the board of directors of the Issuer in connection with Closing. 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.