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Filing Details

Accession Number:: 0001213900-24-086670
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-10-09 17:30:04
Reporting Period:: 2024-10-07

Accepted Time:: 2024-10-09 17:30:04
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1844452	Intuitive Machines Inc.	LUNR	Search, Detection, Navagation, Guidance, Aeronautical Sys (3812)	000000000

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1963529	Seyed Kamal Ghaffarian	5937 Sunnyslope Drive Naples, FL 34119	Yes	No	Yes	No
1965259	Ghaffarian Enterprises, Llc	801 Thompson Avenue Rockville, MD 20852	No	No	Yes	No
1965283	Intuitive Machines Kg Parent, Llc	801 Thompson Avenue Rockville, MD 20852	No	No	Yes	No
1965320	Gm Enterprises, Llc	801 Thompson Avenue Rockville, MD 20852	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2024-10-07	125,991	$0.00	3,620,759	No	4	M	Indirect	See footnotes
Class C Common Stock	Disposition	2024-10-07	125,991	$0.00	37,135,987	No	4	D	Indirect	See footnotes
Class A Common Stock	Disposition	2024-10-07	125,991	$7.43	3,494,768	No	4	S	Indirect	See footnotes
Class A Common Stock	Acquisiton	2024-10-08	33,080	$0.00	3,527,848	No	4	M	Indirect	See footnotes
Class C Common Stock	Disposition	2024-10-08	33,080	$0.00	37,102,907	No	4	D	Indirect	See footnotes
Class A Common Stock	Disposition	2024-10-08	33,080	$8.00	3,494,768	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Indirect	See footnotes
No	4	D	Indirect	See footnotes
No	4	S	Indirect	See footnotes
No	4	M	Indirect	See footnotes
No	4	D	Indirect	See footnotes
No	4	S	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Common Units	Disposition	2024-10-07	125,991	$0.00	125,991	$0.00
Class A Common Stock	Common Units	Disposition	2024-10-08	33,080	$0.00	33,080	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
41,760,516			No	4	M	Indirect
41,727,436			No	4	M	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	123,114	Direct

Footnotes

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.
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) 33,683,068 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.
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.
The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted by Ghaffarian Enterprises, LLC on March 22, 2024.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.23 to $7.61, 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.00 to $8.0075, 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.
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.