Kamal Ghaffarian - Feb 13, 2023 Form 4 Insider Report for Intuitive Machines, Inc. (LUNR)

Role: Executive Chairman, Director, 10%+ Owner
Signature: Kamal Ghaffarian, By: /s/ Steven Vontur, Attorney-in-Fact
Stock symbol: LUNR
Transactions as of: Feb 13, 2023
Transactions value $: $0
Form type: 4
Date filed: 5/2/2023, 07:00 PM
Next filing: Feb 14, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	LUNR	Class C Common Stock	Award		+42M			42M	Feb 13, 2023	See footnotes	F1, F2, F3, F4
transaction	LUNR	Class C Common Stock	Other		+1.54M	+3.67%		43.6M	Apr 28, 2023	See footnotes	F2, F3, F4, F5

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	Common Units	Award		+48.2M			48.2M	Feb 13, 2023	Class A Common Stock	48.2M		See footnotes	F1, F3, F4, F6, F7
transaction	LUNR	Series A Preferred Stock	Award		+5K			5K	Feb 13, 2023	Class A Common Stock	417K		See footnotes	F4, F8, F9, F10
transaction	LUNR	Warrants	Award		+104K			104K	Feb 13, 2023	Class A Common Stock	104K	$15.00	See footnotes	F4, F9, F10, F11

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

Explanation of Responses:

Id	Content
F1	Represents securities received as part of the Issuer's business combination, in connection with that certain Business Combination Agreement, dated September 16, 2022 (the "Business Combination Agreement"), by and between the Issuer (formerly, Inflection Point Acquisition Corp.) and Intuitive Machines, LLC, pursuant to which the Issuer acquired registered equity securities, became the managing member of Intuitive Machines, LLC, and issued voting equity securities without economic rights to the existing members of Intuitive Machines, LLC (the "Business Combination"). These securities were previously reported on a Form 3 filed by the Reporting Persons.
F2	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.
F3	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) 40,137,189 Common Units and shares of Class C Common Stock held of record by Ghaffarian Enterprises, LLC.
F4	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.
F5	Represents shares of Class C Common Stock acquired at par value in connection with vesting of earn out units.
F6	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.
F7	Includes (i) 215,106 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) 4,261,440 earn out units held of record by Ghaffarian Enterprises, LLC, each of which is subject to forfeiture provisions described in the Business Combination Agreement.
F8	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.
F9	Represents a combination of Series A Preferred Stock and Warrants purchased for aggregate consideration of $5 million, pursuant to a private placement in connection with the consummation of the Business Combination. These securities were previously reported on a Form 3 filed by the Reporting Persons.
F10	Represents securities held of record by Ghaffarian Enterprises, LLC.
F11	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.