Kingstown 1740 Fund L.P. - Jul 14, 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: Jul 14, 2023
Transactions value $: $0
Form type: 4
Date filed: 7/18/2023, 09:30 PM
Previous filing: Feb 24, 2023

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	Warrants to purchase Class A Common Stock	Other	$0	+1.77M	+121.98%	$0.00	3.22M	Jul 14, 2023	Class A Common Stock, par value $0.0001 per share	1.77M	$11.50	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 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.
F2	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 securities held of record by Kingstown 1740. Kingstown Capital Partners LLC ("KCP") is the general partner of Kingstown 1740 and shares voting and investment discretion with respect to the securities held of record by 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.
F3	KCM, KMGP, the Sponsor, Mr. Blitzer and Mr. Shanon are filing separate Form 4s in connection with the transactions described herein. 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:

Kingstown 1740 and KCP may be deemed directors by deputization by virtue of their representation on the board of directors of the Issuer. Mr. 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.