Initial Statement of Beneficial Ownership (3)
February 14 2023 - 5:38PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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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1. Name and Address of Reporting Person
*
Ghaffarian Kamal Seyed |
2. Date of Event Requiring Statement (MM/DD/YYYY)
2/14/2023
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3. Issuer Name and Ticker or Trading Symbol
Intuitive Machines, Inc. [LUNR]
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(Last)
(First)
(Middle)
5937 SUNNYSLOPE DRIVE |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director ___X___ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) Executive Chairman / |
(Street)
NAPLES, FL 34119
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class C Common Stock | 42015518 (1) | I | See footnotes (2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Common Units | (4) | (4) | Class A Common Stock | 48181559 (5) | (4) | I | See footnote (2)(3) |
Series A Preferred Stock | (6) | (6) | Class A Common Stock | 416667 | (6) | I | See footnote (3)(7) |
Warrants | 2/13/2023 (8) | 2/13/2028 | Class A Common Stock | 104167 | $15.00 | I | See footnote (3)(7) |
Explanation of Responses: |
(1) | 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. |
(2) | Represents (i) 1,954,313 Common Units and shares of Class C Common Stock held of record by GM Enterprises, LLC, (ii) 1,344,496 Common Units and shares of Class C Common Stock held of record by Intuitive Machines KG Parent, LLC and (iii) 38,716,709 Common Units and shares of Class C Common Stock held of record 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. |
(4) | Includes (i) 286,808 earn out units held of record by GM Enterprises, LLC, (ii) 197,313 earn out units held of record by Intuitive Machines KG Parent, LLC and (iii) 5,681,920 earn out units held of record by Ghaffarian Enterprises, LLC, each of which is subject to forfeiture provisions described in that certain Business Combination Agreement, dated September 16, 2022, by and between Inflection Point Acquisition Corp. and Intuitive Machines, LLC. |
(5) | 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. |
(6) | The Series A Preferred Stock may be converted at the holder's option into shares of the Issuer's Class A Common Stock on a 1-to-83.3333 basis and only to the extent that doing so would not result in the holder becoming the beneficial owner of more than 9.99% of the then-outstanding Class A Common Stock, in accordance with the terms of the Certificate of Designation governing the Series A Preferred Stock. |
(7) | Securities held of record by Ghaffarian Enterprises, LLC. |
(8) | The holder of the Warrants may exercise such Warrants only to the extent that doing so would not result in the holder becoming the beneficial owner of more than 9.99% of the then-outstanding Class A Common Stock, in accordance with the terms of the Class A Common Stock Purchase Warrant. |
Remarks: Exhibit 24 - Power of Attorney. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Ghaffarian Kamal Seyed 5937 SUNNYSLOPE DRIVE NAPLES, FL 34119 | X | X | Executive Chairman |
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Ghaffarian Enterprises, LLC 801 THOMPSON AVENUE ROCKVILLE,, MD 20852 |
| X |
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GM Enterprises, LLC 801 THOMPSON AVENUE ROCKVILLE,, MD 20852 |
| X |
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Intuitive Machines KG Parent, LLC 801 THOMPSON AVENUE ROCKVILLE,, MD 20852 |
| X |
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Signatures
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Kamal Ghaffarian, By: /s/ Steven Vontur, Attorney-in-Fact | | 2/14/2023 |
**Signature of Reporting Person | Date |
Ghaffarian Enterprises, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Steven Vontur, Attorney-in-Fact | | 2/14/2023 |
**Signature of Reporting Person | Date |
GM Enterprises, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Steven Vontur, Attorney-in-Fact | | 2/14/2023 |
**Signature of Reporting Person | Date |
Intuitive Machines KG Parent, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Steven Vontur, Attorney-in-Fact | | 2/14/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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