Form 4 for LUNR Intuitive Machines, Inc.
Accepted 2024-10-23 00:00:00 ET · period of report 2024-10-21 · accession 0001213900-24-089986 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2024-10-23 | 2024-10-21 | LUNR | Intuitive Machines KG Parent, LLC | 10% | M - OptEx | — | +344.9K | 3.84M | +10% | — |
| DI | 2024-10-23 | 2024-10-21 | LUNR | Intuitive Machines KG Parent, LLC | 10% | D - Sale to Iss | — | -344.9K | 36.76M | -0.9% | — |
| DI | 2024-10-23 | 2024-10-21 | LUNR | Intuitive Machines KG Parent, LLC | 10% | S - Sale+OE | $8.02 | -344.9K | 3.49M | -9% | -$2.77M |
| DI | 2024-10-23 | 2024-10-21 | LUNR | Intuitive Machines KG Parent, LLC | 10% | M - OptEx | — | -344.9K | 41.38M | -0.8% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2024-10-21 | M | A | 344,893 | — | 3,839,661 | I See footnotes | — | — | (F1) 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. (F3) 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. (F2) 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) 33,338,175 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. |
| 2 | Common | Class C Common Stock | 2024-10-21 | D | D | 344,893 | — | 36,758,014 | I See footnotes | — | — | (F1) 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. (F3) 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. (F2) 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) 33,338,175 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. |
| 3 | Common | Class A Common Stock | 2024-10-21 | S | D | 344,893 | $8.02 | 3,494,768 | I See footnotes | — | — | (F5) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.75 to $8.39, 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. (F3) 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. (F2) 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) 33,338,175 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. |
| 4 | Derivative | Common Units | 2024-10-21 | M | D | 344,893 | — | 41,382,543 | I See footnotes | — · — to — | 344,893 Class A Common Stock | (F1) 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. (F6) 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. (F3) 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. (F2) 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) 33,338,175 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. |