0001213900-23-068192.txt : 20230816
0001213900-23-068192.hdr.sgml : 20230816
20230816160508
ACCESSION NUMBER: 0001213900-23-068192
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230814
FILED AS OF DATE: 20230816
DATE AS OF CHANGE: 20230816
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SHANON GUY
CENTRAL INDEX KEY: 0001458422
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40823
FILM NUMBER: 231178210
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
0001458422
SHANON GUY
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
4
J
0
8243750
D
0
I
By Inflection Point Holdings LLC
Class A Common Stock
1662673
D
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
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
3218750
3218750
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 Mr. Shanon from the Sponsor, were exempt from Section 16 of the Exchange Act.
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 KMGP, KCM, KCP 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.
Represents 2,538,125 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.
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, Mr. Shanon has opted for a 9.8% beneficial ownership blocker, pursuant to which he may not exercise his warrants for shares of Class A common stock to the extent that, upon giving effect to such exercise, he (together with his affiliates and any persons acting as a group together with him or his affiliates) would beneficially own greater than 9.8% 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.
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.
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.
/s/ Guy Shanon
2023-08-16