Kamal Seyed Ghaffarian - 18 Nov 2024 Form 4 Insider Report for Intuitive Machines, Inc. (LUNR)

Role
Director, 10%+ Owner
Signature
Kamal Ghaffarian, By: /s/ Anna Jones, Attorney-in-Fact
Issuer symbol
LUNR
Transactions as of
18 Nov 2024
Net transactions value
-$19,486,222
Form type
4
Filing time
20 Nov 2024, 17:00:04 UTC
Previous filing
08 Nov 2024
Next filing
04 Dec 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LUNR Class A Common Stock Options Exercise +1,637,883 +47% 5,132,651 18 Nov 2024 See footnotes F1, F2, F3
transaction LUNR Class C Common Stock Disposed to Issuer -1,637,883 -4.5% 34,868,149 18 Nov 2024 See footnotes F1, F2, F3
transaction LUNR Class A Common Stock Sale $19,486,222 -1,637,883 -32% $11.90 3,494,768 18 Nov 2024 See footnotes F2, F3, F4, F5
holding LUNR Class A Common Stock 123,114 18 Nov 2024 Direct

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 Options Exercise -1,637,883 -4% 39,492,678 18 Nov 2024 Class A Common Stock 1,637,883 See footnotes F1, F2, F3, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 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. 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.
F2 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) 31,448,310 Common Units and shares of Class C Common Stock and (y) 3,494,768 shares of Class A Common Stock held of record by Ghaffarian Enterprises, LLC.
F3 Kamal Ghaffarian is the sole managing member of GM Enterprises, LLC and Intuitive Machines KG Parent, LLC, and is the sole trustee of a revocable trust that is the sole member of Ghaffarian Enterprises, 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.
F4 The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted by Ghaffarian Enterprises, LLC on March 22, 2024.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.39 to $12.39, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
F6 Includes (i) 215,105 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) 4,261,439 earn out units held of record by Ghaffarian Enterprises, LLC, each of which is subject to forfeiture.