0001213900-24-075683.txt : 20240904 0001213900-24-075683.hdr.sgml : 20240904 20240904194234 ACCESSION NUMBER: 0001213900-24-075683 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240830 FILED AS OF DATE: 20240904 DATE AS OF CHANGE: 20240904 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ghaffarian Enterprises, LLC CENTRAL INDEX KEY: 0001965259 ORGANIZATION NAME: STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40823 FILM NUMBER: 241278966 BUSINESS ADDRESS: STREET 1: 801 THOMPSON AVENUE CITY: ROCKVILLE STATE: MD ZIP: 20852 BUSINESS PHONE: (301) 358-5600 MAIL ADDRESS: STREET 1: 801 THOMPSON AVENUE CITY: ROCKVILLE STATE: MD ZIP: 20852 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ghaffarian Kamal Seyed CENTRAL INDEX KEY: 0001963529 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40823 FILM NUMBER: 241278967 MAIL ADDRESS: STREET 1: C/O INTUITIVE MACHINES STREET 2: 3700 BAY AREA BLVD. CITY: HOUSTON STATE: TX ZIP: 77058 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GM Enterprises, LLC CENTRAL INDEX KEY: 0001965320 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40823 FILM NUMBER: 241278965 BUSINESS ADDRESS: STREET 1: 801 THOMPSON AVENUE CITY: ROCKVILLE STATE: MD ZIP: 20852 BUSINESS PHONE: (301) 358-5600 MAIL ADDRESS: STREET 1: 801 THOMPSON AVENUE CITY: ROCKVILLE STATE: MD ZIP: 20852 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Intuitive Machines KG Parent, LLC CENTRAL INDEX KEY: 0001965283 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40823 FILM NUMBER: 241278964 BUSINESS ADDRESS: STREET 1: 801 THOMPSON AVENUE CITY: ROCKVILLE STATE: MD ZIP: 20852 BUSINESS PHONE: (301) 358-5600 MAIL ADDRESS: STREET 1: 801 THOMPSON AVENUE CITY: ROCKVILLE STATE: MD ZIP: 20852 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Intuitive Machines, Inc. CENTRAL INDEX KEY: 0001844452 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 13467 COLUMBIA SHUTTLE STREET CITY: HOUSTON STATE: TX ZIP: 77059 BUSINESS PHONE: (281) 520-3703 MAIL ADDRESS: STREET 1: 13467 COLUMBIA SHUTTLE STREET CITY: HOUSTON STATE: TX ZIP: 77059 FORMER COMPANY: FORMER CONFORMED NAME: Inflection Point Acquisition Corp. DATE OF NAME CHANGE: 20210204 4 1 ownership.xml OWNERSHIP DOCUMENT X0508 4 2024-08-30 0 0001844452 Intuitive Machines, Inc. LUNR 0001963529 Ghaffarian Kamal Seyed 5937 SUNNYSLOPE DRIVE NAPLES FL 34119 1 0 1 0 0001965259 Ghaffarian Enterprises, LLC 801 THOMPSON AVENUE ROCKVILLE, MD 20852 0 0 1 0 0001965320 GM Enterprises, LLC 801 THOMPSON AVENUE ROCKVILLE, MD 20852 0 0 1 0 0001965283 Intuitive Machines KG Parent, LLC 801 THOMPSON AVENUE ROCKVILLE, MD 20852 0 0 1 0 1 Class A Common Stock 2024-08-30 4 M 0 1200 A 3552806 I See footnotes Class C Common Stock 2024-08-30 4 D 0 1200 D 38876362 I See footnotes Class A Common Stock 2024-08-30 4 S 0 1200 6.00 D 3551606 I See footnotes Class A Common Stock 123114 D Common Units 2024-08-30 4 M 0 1200 D Class A Common Stock 1200 43500891 I See footnotes 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. 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) 35,456,523 Common Units and shares of Class C Common Stock and (y) 3,551,606 shares of Class A Common Stock held of record by Ghaffarian Enterprises, LLC. 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 each 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. The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted by Ghaffarian Enterprises, LLC on March 22, 2024. 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. Kamal Ghaffarian, By: /s/ Anna Jones, Attorney-in-Fact 2024-09-04 Ghaffarian Enterprises, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Anna Jones, Attorney-in-Fact 2024-09-04 GM Enterprises, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Anna Jones, Attorney-in-Fact 2024-09-04 Intuitive Machines KG Parent, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Anna Jones, Attorney-in-Fact 2024-09-04