Intuitive Machines (LUNR) Form 4 Intuitive Machines / Kamal Seyed Ghaffarian ownership change

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^*

Ghaffarian Kamal Seyed

(Last) (First) (Middle)

5937 SUNNYSLOPE DRIVE

(Street)

NAPLES, FL 34119

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2024

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	01/29/2024		A		3,487,278	A	(1)	3,551,606	I	See footnotes(2)(3)
Class A Common Stock								67,434	D

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
Series A Warrant	$2.57	01/29/2024		A		4,150,780		(1)	01/29/2029	See Footnote(1)	4,150,780	(1)	4,150,780	I	See footnotes(2)(3)
Series B Warrant	$2.57	01/29/2024		A		4,150,780		(1)	07/29/2025	See Footnote(1)	4,150,780	(1)	4,150,780	I	See footnotes(2)(3)

1. Name and Address of Reporting Person^*

Ghaffarian Kamal Seyed

(Last) (First) (Middle)

5937 SUNNYSLOPE DRIVE

(Street)

NAPLES, FL 34119

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ghaffarian Enterprises, LLC

(Last) (First) (Middle)

801 THOMPSON AVENUE

(Street)

ROCKVILLE, MD 20852

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GM Enterprises, LLC

(Last) (First) (Middle)

801 THOMPSON AVENUE

(Street)

ROCKVILLE, MD 20852

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Intuitive Machines KG Parent, LLC

(Last) (First) (Middle)

801 THOMPSON AVENUE

(Street)

ROCKVILLE, MD 20852

(City) (State) (Zip)

Explanation of Responses:

1. On January 29, 2024, Ghaffarian Enterprises, LLC contributed $10.0 million to the Issuer for the purposes of satisfying certain repayment obligations of the Issuer and Intuitive Machines, LLC, and in exchange the Issuer issued the Class A Common Stock and Series A and Series B warrants reported herein to Ghaffarian Enterprises, LLC. The warrants are exercisable for, at the holder's election, (i) shares of Class A Common Stock, (ii) shares Class C Common Stock and an equal number of Common Units of Intuitive Machines, LLC, or (iii) a combination of Class A shares and Class C shares and Common Units. The warrants are immediately exercisable.

2. The securities reported herein as indirectly owned are held by Ghaffarian Enterprises, LLC.

3. Kamal Ghaffarian is the sole trustee of a revocable trust, which is the sole member of each of Ghaffarian Enterprises, 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.

	Kamal Ghaffarian, By: /s/ Steven Vontur, Attorney-in-Fact	01/31/2024
	Ghaffarian Enterprises, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Steven Vontur, Attorney-in-Fact	01/31/2024
	GM Enterprises, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Steven Vontur, Attorney-in-Fact	01/31/2024
	Intuitive Machines KG Parent, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Steven Vontur, Attorney-in-Fact	01/31/2024
	** Signature of Reporting Person	Date
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