0001213900-23-058007.txt : 20230718
0001213900-23-058007.hdr.sgml : 20230718
20230718213105
ACCESSION NUMBER: 0001213900-23-058007
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230714
FILED AS OF DATE: 20230718
DATE AS OF CHANGE: 20230718
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BLITZER MICHAEL
CENTRAL INDEX KEY: 0001458423
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40823
FILM NUMBER: 231095442
MAIL ADDRESS:
STREET 1: 1270 BROADWAY, SUITE 1009
CITY: NEW YORK
STATE: NY
ZIP: 10001
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Intuitive Machines, Inc.
CENTRAL INDEX KEY: 0001844452
STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 34 EAST 51ST STREET
STREET 2: 5TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 319-1309
MAIL ADDRESS:
STREET 1: 34 EAST 51ST STREET
STREET 2: 5TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
FORMER COMPANY:
FORMER CONFORMED NAME: Inflection Point Acquisition Corp.
DATE OF NAME CHANGE: 20210204
4
1
ownership.xml
X0508
4
2023-07-14
0
0001844452
Intuitive Machines, Inc.
LUNR
0001458423
BLITZER MICHAEL
C/O KINGSTOWN CAPITAL MANAGEMENT L.P.
167 MADISON AVENUE, SUITE 205 #1033
NEW YORK
NY
10016
1
0
1
0
0
Warrants to purchase Class A Common Stock
11.5
2023-07-14
4
J
0
6845000
D
2023-03-15
2028-02-13
Class A Common Stock, par value $0.0001 per share
6845000
0
I
By Inflection Point Holdings LLC
Warrants to purchase Class A Common Stock
11.5
2023-03-15
2028-02-13
Class A Common Stock, par value $0.0001 per share
2538125
2538125
D
Warrants to purchase Class A Common Stock
11.5
2023-03-15
2028-02-13
Class A Common Stock, par value $0.0001 per share
1768750
3218750
I
By Kingstown 1740 Fund L.P.
On July 14, 2023, Inflection Point Holdings LLC (the "Sponsor") distributed an aggregate of 6,845,000 private placement warrants consisting of (i) 2,538,125 private placement warrants distributed to Michael Blitzer, (ii) 2,538,125 private placement warrants distributed to Guy Shanon and (iii) 1,768,750 private placement warrants distributed to Kingstown 1740 Fund L.P. ("Kingstown 1740"), in each case as a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement.
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 shares voting and investment discretion with respect to the securities held by the Sponsor. Kingstown Management GP LLC ("KMGP") is the general partner of KCM and shares voting and investment discretion with respect to the securities held by the Sponsor. Michael Blitzer and Guy Shanon are the Managing Members of KMGP and share voting and investment discretion with respect to the securities held by the Sponsor.
Kingstown 1740 is the holder of the securities reported. KCM is the investment manager of Kingstown 1740 and shares voting and investment discretion with respect to the securities held by Kingstown 1740. KMGP is the general partner of KCM and shares voting and investment discretion with respect to the securities held by Kingstown 1740. Kingstown Capital Partners LLC ("KCP") is the general partner of Kingstown 1740. Michael Blitzer and Guy Shanon are the Managing Members of KMGP and share voting and investment discretion with respect to the securities held by Kingstown 1740.
KCM, KMGP, the Sponsor, Mr. Shanon, KCP and Kingstown 1740 are filing separate Form 4s in connection with the transactions described herein. Each of KMGP, KCM, Mr. Blitzer and Mr. Shanon disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest it or he, as applicable, may have therein, directly or indirectly. Each of KCM, KMGP, KCP, Mr. Blitzer and Mr. Shanon disclaims any beneficial ownership of the securities held by Kingstown 1740 other than to the extent of any pecuniary interest it or he, as applicable, may have therein, directly or indirectly.
Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as a change in form of beneficial ownership, the reported distribution by the Sponsor (as it relates to Mr. Blitzer's deemed beneficial ownership of the securities held by the Sponsor) to its members and the reported acquisition by Mr. Blitzer from the Sponsor, were exempt from Section 16 of the Securities Exchange Act of 1934.
/s/ Michael Blitzer
2023-07-18