Form 4 for LUNR Intuitive Machines, Inc.

Accepted 2023-08-16 00:00:00 ET · period of report 2023-08-14 · accession 0001213900-23-068196 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
DMI	2023-08-16	2023-08-14	LUNR	BLITZER MICHAEL	Dir, 10%	J - Other	—	-9.39M	0	-100%	—
DMI	2023-08-16	2023-08-14	LUNR	BLITZER MICHAEL	Dir, 10%	J - Other	—	-3.68M	0	-100%	—

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Class A Common Stock	2023-08-14	J	D	8,243,750	—	I By Inflection Point Holdings LLC	—	—	(F2) On August 14, 2023, 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. (F1) Inflection Point Holdings LLC (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 Kingstown Management GP LLC ("KMGP") is the general partner of KCM, and each shared voting and investment discretion with respect to the securities held by the Sponsor. Michael Blitzer and Guy Shanon, as Managing Members of KMGP, shared voting and investment discretion with respect to the securities held by the Sponsor. On August 14, 2023, Michael Blitzer relinquished voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM and/or KMGP and information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, the entities managed or controlled by KCM and/or KMGP or Mr. Shanon. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by the Sponsor. (F5) To the extent required, the other persons and entities described herein are filing separate Form 4s in connection with the changes in beneficial ownership described herein. Each of KMGP, KCM, KCP, Mr. Blitzer and Mr. Shanon disclaim 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.
2	Common	Class A Common Stock	2023-08-14	J	D	1,150,000	—	I By fund	—	—	(F4) The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. 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, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP. (F3) KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities. (F5) To the extent required, the other persons and entities described herein are filing separate Form 4s in connection with the changes in beneficial ownership described herein. Each of KMGP, KCM, KCP, Mr. Blitzer and Mr. Shanon disclaim 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.
3	Derivative	Series A Preferred Stock, par value $0.0001 per share	2023-08-14	J	D	21,000	—	I By Fund	$12.00 · — to —	1,801,301 Class A Common Stock, par value $0.0001 per share	(F4) The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. 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, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP. (F3) KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities. (F10) Pursuant to the Certificate of Designation, the fund that holds the reported securities has opted for a 4.99% beneficial ownership blocker, pursuant to which it may not convert its shares of Series A Stock into shares of Class A common stock to the extent that, upon giving effect to such conversion, such fund (together with its affiliates and any persons acting as a group together with it or its affiliates) would beneficially own greater than 4.99% of the Issuer's Class A common stock as calculated in accordance with Rule 13d-3 under the Exchange Act. (F9) The fund that holds the reported securities purchased (i) 21,000 shares of 10% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share of the Issuer (the "Series A Stock") and (ii) a warrant to purchase 437,500 shares of Class A common stock at an initial exercise price of $15.00 per share (the "Preferred Investor Warrant"), subject to adjustment, at an aggregate purchase price of $21,000,000. Each share of Series A Stock is convertible into a number of shares of Class A common stock, which is determined by dividing the Accrued Value (as defined in the Certificate of Designation for the Series A Stock (the "Certificate of Designation")) by the conversion price of $12.00 per share, subject to adjustment as set forth in the Certificate of Designation. Currently, the 21,000 shares of Series A Stock are convertible into 1,801,301 shares of Class A common stock. The Series A Stock has no expiration date. (F5) To the extent required, the other persons and entities described herein are filing separate Form 4s in connection with the changes in beneficial ownership described herein. Each of KMGP, KCM, KCP, Mr. Blitzer and Mr. Shanon disclaim 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.
4	Derivative	Warrants to purchase Class A common Stock	2023-08-14	J	D	437,500	—	I By Fund	$15.00 · 2023-02-13 to 2028-02-13	437,500 Class A Common Stock, par value $0.0001 per share	(F4) The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. 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, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP. (F3) KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities. (F9) The fund that holds the reported securities purchased (i) 21,000 shares of 10% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share of the Issuer (the "Series A Stock") and (ii) a warrant to purchase 437,500 shares of Class A common stock at an initial exercise price of $15.00 per share (the "Preferred Investor Warrant"), subject to adjustment, at an aggregate purchase price of $21,000,000. Each share of Series A Stock is convertible into a number of shares of Class A common stock, which is determined by dividing the Accrued Value (as defined in the Certificate of Designation for the Series A Stock (the "Certificate of Designation")) by the conversion price of $12.00 per share, subject to adjustment as set forth in the Certificate of Designation. Currently, the 21,000 shares of Series A Stock are convertible into 1,801,301 shares of Class A common stock. The Series A Stock has no expiration date. (F11) Pursuant to the terms of the Preferred Investor Warrant, the fund that holds the reported securities has opted for a 4.99% beneficial ownership blocker, pursuant to which it may not exercise its Preferred Investor Warrant for shares of Class A common stock to the extent that, upon giving effect to such exercise, such fund (together with its affiliates and any persons acting as a group together with it or its affiliates) would beneficially own greater than 4.99% of the Issuer's Class A common stock as calculated in accordance with Rule 13d-3 under the Exchange Act. (F5) To the extent required, the other persons and entities described herein are filing separate Form 4s in connection with the changes in beneficial ownership described herein. Each of KMGP, KCM, KCP, Mr. Blitzer and Mr. Shanon disclaim 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.
5	Derivative	Warrants to purchase Class A Common Stock	2023-08-14	J	D	3,218,750	—	I By Fund	$11.50 · 2023-03-15 to 2028-02-13	3,218,750 Class A Common Stock, par value $0.0001 per share	(F4) The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. 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, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP. (F3) KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities. (F8) Represents (i) 1,450,000 warrants received upon separation of units purchased for $10.00 per unit in the Issuer's initial public offering and (ii) 1,768,750 warrants received from the Sponsor in a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement. 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 Exchange Act. (F5) To the extent required, the other persons and entities described herein are filing separate Form 4s in connection with the changes in beneficial ownership described herein. Each of KMGP, KCM, KCP, Mr. Blitzer and Mr. Shanon disclaim 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.