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