Kamal Ghaffarian - Sep 6, 2023 Form 4 Insider Report for Intuitive Machines, Inc. (LUNR)

Signature
Kamal Ghaffarian, By: /s/ Steven Vontur, Attorney-in-Fact
Stock symbol
LUNR
Transactions as of
Sep 6, 2023
Transactions value $
$0
Form type
4
Date filed
9/7/2023, 05:50 PM
Previous filing
Feb 14, 2023
Next filing
Nov 17, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LUNR Class C Common Stock Award +269K +0.62% 43.8M Sep 6, 2023 See footnotes F1, F2, F3, F4
transaction LUNR Class A Common Stock Award +64.3K +0.15% 43.9M Sep 6, 2023 See footnotes F1, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares of Class C Common Stock acquired at par value pursuant to a subscription agreement, dated as of September 6, 2023, by and between Ghaffarian Enterprises, LLC ("GE LLC") and the Issuer (the "Issuer Subscription Agreement"). Concurrently with the acquisition of the shares of Class C Common Stock, GE LLC acquired 268,824 common units ("Common Units") of Intuitive Machines, LLC ("OpCo") at a subscription price of $9.51 per common unit pursuant to a subscription agreement, dated as of September 6, 2023, by and between GE LLC and the Issuer (together with the Issuer Subscription Agreement, the "Subscription Agreements"). The acquisition of the shares of Class C Common Stock and Common Units pursuant to the Subscription Agreements was completed in connection with a tax distribution by the Issuer to the Reporting Persons to satisfy the Reporting Persons' tax liabilities pursuant to that certain Second Amended and Restated Limited Liability Company Agreement of OpCo.
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) (x) 40,406,013 Common Units and shares of Class C Common Stock and (y) 64,328 shares of Class A Common Stock held of record by GE LLC.
F4 Kamal Ghaffarian is the sole trustee of a revocable trust, which is the sole member of each of GE 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 A Common Stock acquired at a price per share of $9.51 pursuant to the Issuer Subscription Agreement. The acquisition of the shares of Class A Common Stock pursuant to the Issuer Subscription Agreements was completed in connection with a tax distribution by the Issuer to the Reporting Persons to satisfy the Reporting Persons' tax liabilities pursuant to that certain Second Amended and Restated Limited Liability Company Agreement of OpCo.

Remarks:

Exhibit 24 - Power of Attorney.