Inflection Point Holdings LLC - Aug 14, 2023 Form 4 Insider Report for Intuitive Machines, Inc. (LUNR)

Role
Other*
Signature
/s/ Guy Shanon, By: Kingstown Capital Management L.P., its manager, By: Kingstown Management GP LLC, its general partner, By: Guy Shanon, its Managing Member, for Inflection Point Holdings LLC
Stock symbol
LUNR
Transactions as of
Aug 14, 2023
Transactions value $
$0
Form type
4
Date filed
8/16/2023, 04:05 PM
Previous filing
Feb 14, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LUNR Class A Common Stock Other -8.24M -100% 0 Aug 14, 2023 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Inflection Point Holdings LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On August 14, 2023, Inflection Point Holdings LLC (the "Sponsor") distributed an aggregate of 8,243,750 shares of Class A common stock of the Issuer to its members, in a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement.
F2 The Sponsor was the holder of such securities prior to their distribution. Kingstown Capital Management, L.P. ("KCM") is the manager of the Sponsor and shared voting and investment discretion with respect to the securities held by the Sponsor. Kingstown Management GP LLC ("KMGP") is the general partner of KCM and shared voting and investment discretion with respect to the securities held by the Sponsor. Guy Shanon is a Managing Member of KMGP and shared voting and investment discretion with respect to the securities formerly held by the Sponsor.
F3 To the extent required, the other persons and entities described herein are filing separate Form 4s in connection with the events described herein. Each of KCM, KMGP and Mr. Shanon disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest it or he, as applicable, may have therein, directly or indirectly.

Remarks:

In prior reports, Inflection Point Holdings LLC reported that it was a 10% owner and that it may be deemed a director by deputization by virtue of its representation on the board of directors of the Issuer due to Michael Blitzer's service on the board of directors of the Issuer. On August 14, 2023, Mr. Blitzer relinquished voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM and KMGP. Information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, Mr. Shanon or the funds managed or controlled by any of them. Accordingly, Inflection Point Holdings LLC no longer has representation on the board of directors of the Issuer and, therefore, is no longer deemed a director by deputization. Further, after giving effect to the distribution described in footnote 1, the Sponsor no longer holds any securities of the Issuer, and therefore is no longer a 10% owner subject to Section 16 of the Securities Exchange Act of 1934.