Intuitive Machines (LUNR) Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KINGSTOWN CAPITAL MANAGEMENT L.P.

(Last) (First) (Middle)

167 MADISON AVENUE,

SUITE 205 #1033

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Intuitive Machines, Inc. [ LUNR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/14/2023		J(1)(3)	V	8,243,750	D	(1)	0	I	By Inflection Point Holdings LLC(1)(2)(5)
Class A Common Stock								1,585,904(3)	I	By fund(4)(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants to purchase Class A Common Stock	$11.5							03/15/2023	02/13/2028	Class A Common Stock, par value $0.0001 per share	3,128,750(6)		3,128,750(6)	I	By Fund(4)(5)

1. Name and Address of Reporting Person^*

KINGSTOWN CAPITAL MANAGEMENT L.P.

(Last) (First) (Middle)

167 MADISON AVENUE,

SUITE 205 #1033

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KINGSTOWN MANAGEMENT GP LLC

(Last) (First) (Middle)

C/O KINGSTOWN CAPITAL MANAGEMENT L.P.

167 MADISON AVENUE, SUITE 205 #1033

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

Explanation of Responses:

1. 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.

2. 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.

3. Under Rule 16a-9 promulgated under the Exchange Act, as a pro rata distribution, and/or under Rule 16a-13 promulgated under the Exchange Act, as a change in form of beneficial ownership, the reported distribution by the Sponsor to its members and the receipt of securities by the fund that holds the reported securities from the Sponsor, were exempt from Section 16 of the Exchange Act.

4. KCM is the investment manager of the fund that holds the reported securities and shares voting and investment discretion with respect to the reported securities. KMGP is the general partner of KCM and shares voting and investment discretion with respect to the reported securities. Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities and shares voting and investment discretion with respect to the reported securities. Mr. Shanon is a Managing Member of KMGP and KCP and shares voting and investment discretion with respect to the reported securities.

5. To the extent required, the other persons and entities described herein are filing separate Form 4s in connection with the transactions described herein. Each of KCM, KMGP, KCP 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.

6. The reported holdings (which are reported herein on a voluntary basis) are excluded from the Reporting Person's beneficial ownership as calculated in accordance with Rule 13d-3 under the Exchange Act due to the effect of a warrant exercise blocker provision, but included in the Reporting Person's beneficial ownership as calculated in accordance with Rule 16a-1(a)(2) under the Exchange Act. Pursuant to the terms of the warrant agreement, the fund that holds the reported securities has opted for a 4.9% beneficial ownership blocker, pursuant to which it may not exercise its warrants for shares of Class A common stock to the extent that, upon giving effect to such exercise, the fund (together with its affiliates and any persons acting as a group together with the fund or its affiliates) would beneficially own greater than 4.9% of the Issuer's Class A common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

Remarks:

In prior reports, KCM and KMGP reported that they may be deemed directors by deputization by virtue of their 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, KMGP and/or KCP. Information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, KCP, Mr. Shanon or the funds managed or controlled by any of them. Accordingly, KCM and KMGP no longer have representation on the board of directors of the Issuer and, therefore, are no longer deemed directors by deputization. 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.

	/s/ Guy Shanon, By: Kingstown Management GP, LLC its general partner, By: Guy Shanon, its Managing Member, for Kingstown Capital Management L.P.	08/16/2023
	/s/ Guy Shanon, By: Guy Shanon, its Managing Member, for Kingstown Management GP LLC	08/16/2023
	** Signature of Reporting Person	Date
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