Intuitive Machines KG Parent 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)
05/31/2024

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

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	05/31/2024		S			4,150,780	(1)	01/29/2029	See footnote(1)	4,150,780	$1.81	0	I	See footnotes(2)(3)
Series B Warrant	$2.57	05/31/2024		S			4,150,780	(1)	07/29/2025	See footnote(1)	4,150,780	$1.49	0	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. The warrants are presently exercisable at the holder's election, for shares of Class A Common Stock.

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/ Anna Jones, Attorney-in-Fact	06/04/2024
	Ghaffarian Enterprises, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Anna Jones, Attorney-in-Fact	06/04/2024
	GM Enterprises, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Anna Jones, Attorney-in-Fact	06/04/2024
	Intuitive Machines KG Parent, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Anna Jones, Attorney-in-Fact	06/04/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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