0001213900-23-068194.txt : 20230816 0001213900-23-068194.hdr.sgml : 20230816 20230816160513 ACCESSION NUMBER: 0001213900-23-068194 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230814 FILED AS OF DATE: 20230816 DATE AS OF CHANGE: 20230816 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KINGSTOWN CAPITAL MANAGEMENT L.P. CENTRAL INDEX KEY: 0001458425 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40823 FILM NUMBER: 231178215 BUSINESS ADDRESS: STREET 1: 167 MADISON AVENUE STREET 2: SUITE 205 #1033 CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: (212)319-1309 MAIL ADDRESS: STREET 1: 167 MADISON AVENUE STREET 2: SUITE 205 #1033 CITY: NEW YORK STATE: NY ZIP: 10016 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KINGSTOWN MANAGEMENT GP LLC CENTRAL INDEX KEY: 0001458426 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40823 FILM NUMBER: 231178214 BUSINESS ADDRESS: STREET 1: 1270 BROADWAY, SUITE 1009 CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: (212)319-1309 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 2023-08-14 0 0001844452 Intuitive Machines, Inc. LUNR 0001458425 KINGSTOWN CAPITAL MANAGEMENT L.P. 167 MADISON AVENUE, SUITE 205 #1033 NEW YORK NY 10016 0 0 1 0 0001458426 KINGSTOWN MANAGEMENT GP LLC C/O KINGSTOWN CAPITAL MANAGEMENT L.P. 167 MADISON AVENUE, SUITE 205 #1033 NEW YORK NY 10016 0 0 1 0 0 Class A Common Stock 2023-08-14 5 J 0 E 8243750 D 0 I By Inflection Point Holdings LLC Class A Common Stock 1585904 I By fund 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 3128750 3128750 I By Fund On August 14, 2023, Inflection Point Holdings LLC (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. 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 shared 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 shared voting and investment discretion with respect to the securities held by the Sponsor. Guy Shanon is a Managing Member of KMGP and shared voting and investment discretion with respect to the securities formerly held by the Sponsor. Under Rule 16a-9 promulgated under the Exchange Act, as a pro rata distribution, and/or under Rule 16a-13 promulgated under the Exchange Act, as a change in form of beneficial ownership, the reported distribution by the Sponsor to its members and the receipt of securities by the fund that holds the reported securities from the Sponsor, were exempt from Section 16 of the Exchange Act. KCM is the investment manager of the fund that holds the reported securities and shares voting and investment discretion with respect to the reported securities. KMGP is the general partner of KCM and shares voting and investment discretion with respect to the reported securities. Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities and shares voting and investment discretion with respect to the reported securities. Mr. Shanon is a Managing Member of KMGP and KCP and shares voting and investment discretion with respect to the reported securities. To the extent required, the other persons and entities described herein are filing separate Form 4s in connection with the transactions described herein. Each of KCM, KMGP, KCP and Mr. Shanon disclaims 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. The reported holdings (which are reported herein on a voluntary basis) are excluded from the Reporting Person's beneficial ownership as calculated in accordance with Rule 13d-3 under the Exchange Act due to the effect of a warrant exercise blocker provision, but included in the Reporting Person's beneficial ownership as calculated in accordance with Rule 16a-1(a)(2) under the Exchange Act. 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 Securities Exchange Act of 1934, as amended. In prior reports, KCM and KMGP reported that they may be deemed directors by deputization by virtue of their representation on the board of directors of the Issuer due to Michael Blitzer's service on the board of directors of the Issuer. On August 14, 2023, Mr. Blitzer relinquished voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP. 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, KCM and KMGP no longer have representation on the board of directors of the Issuer and, therefore, are no longer deemed directors by deputization. See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. /s/ Guy Shanon, By: Kingstown Management GP, LLC its general partner, By: Guy Shanon, its Managing Member, for Kingstown Capital Management L.P. 2023-08-16 /s/ Guy Shanon, By: Guy Shanon, its Managing Member, for Kingstown Management GP LLC 2023-08-16 EX-99.1 2 ea183678ex99-1_intuitive.htm JOINT FILER INFORMATION

Exhibit 99.1

Joint Filer Information

Name of Joint Filer:	Kingstown Capital Management L.P.

Address of Joint Filer:	167 Madison Avenue, Suite 205 #1033
	New York, NY 10016

Relationship of Joint Filer to Issuer:	10% Owner

Issuer Name and Ticker or Trading Symbol:	Intuitive Machines, Inc. [LUNR]

Date of Event Requiring Statement:
(Month/Day/Year):	08/14/2023

Name of Joint Filer:	Kingstown Management GP LLC

Address of Joint Filer:	c/o Kingstown Capital Management, L.P.
	167 Madison Avenue, Suite 205 #1033
	New York, NY 10016

Relationship of Joint Filer to Issuer:	10% Owner

Issuer Name and Ticker or Trading Symbol:	Intuitive Machines, Inc. [LUNR]

Date of Event Requiring Statement:
(Month/Day/Year):	08/14/2023