Blitzer Michael's Form 4 filing
Intuitive Machines, Inc. (LUNR) · filed Feb 14, 2023
- Accession no.
- 0001213900-23-011743
- Filed
- Feb 14, 2023, 8:31 PM ET
- Trade date
- Feb 10-13, 2023
- Filing delay
- 4 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 1 non-derivative transaction and 5 derivative transactions. It was filed 4 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Blitzer MichaelCIK 0001458423 | Director, 10% Owner |
| Shanon GuyCIK 0001458422 | 10% Owner |
| Kingstown Capital Management L.P.CIK 0001458425 | 10% Owner, Other: See Remarks |
| Kingstown Management GP LLCCIK 0001458426 | 10% Owner, Other: See Remarks |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Feb 10, 2023 | Class A Common Stock | MOption exerciseAcquired | +8,243,750 | –F1 | – | 8,243,750 | Indirect | Duplicate filing |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Feb 10, 2023 | Class A ordinary shares, par value $0.0001 per share | MOption exerciseDisposed | −8,243,750 | $0.00 | $0 | 0 | Indirect | Duplicate filing |
| Feb 13, 2023 | Class A Common Stock, par value $0.0001 per share | AGrant or awardAcquired | +6,845,000 | $1.00 | +$6,845,000 | 6,845,000 | Indirect | |
| Feb 13, 2023 | Class A Common Stock, par value $0.0001 per share | PPurchaseAcquired | +1,450,000 | –F5 | – | 1,450,000 | Indirect | |
| Feb 13, 2023 | Class A Common Stock, par value $0.0001 per share | AGrant or awardAcquired | +1,750,000 | –F6 | – | 3,200,000 | Indirect | |
| Feb 13, 2023 | Class A Common Stock, par value $0.0001 per share | AGrant or awardAcquired | +437,500 | –F6,F7 | – | 3,637,500 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
In connection with and immediately prior to the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer (which was formerly known as Inflection Point Acquisition Corp. or "Inflection Point") and Intuitive Machines, LLC, among other things, each of Inflection Point's Class B ordinary shares converted into one Class A ordinary share of Inflection Point as described under the heading "Description of Securities" in Inflection Point's Registration Statement on Form S-1 (File No.333-253963). Immediately after such conversion, each Class A ordinary share of Inflection Point converted into one share of the Issuer's Class A common stock (the "Class A Common Stock") on a one-for-one basis.
Referenced by the price of 1 transaction in Table I.
- F5
The Warrants are reported as acquired for purposes of Section 16 of the Exchange Act concurrent with the Closing, because, pursuant to their terms, their exercise was not within the control of the Reporting Persons until the Closing. 1,450,000 Warrants were initially acquired in the form of 2,900,000 units in the Issuer's initial public offering, each unit consisting of one Class A ordinary share and one-half of one redeemable warrant, for $10.00 per unit.
Referenced by the price of 1 transaction in Table II.
- F6
Upon the Closing of the Business Combination, Kingstown 1740 purchased (i) 21,000 shares of 10% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share of the Issuer (the "Series A Stock") and (ii) a warrant to purchase 437,500 shares of Class A common stock at an initial exercise price of $15.00 per share (the "Preferred Investor Warrants"), subject to adjustment, at an aggregate purchase price of $21,000,000. Each share of Series A Stock is convertible into a number of shares of Class A common stock, which is determined by dividing the Accrued Value (as defined in the Certificate of Designation for the Series A Stock (the "Certificate of Designation")) by the conversion price of $12.00 per share, subject to adjustment as set forth in the Certificate of Designation. Initially, the 21,000 shares of Series A Stock are convertible into 1,750,000 shares of Class A common stock. The Series A Stock has no expiration date.
Referenced by the price of 2 transactions in Table II.
- F7
The exercise price of the Preferred Investor Warrants, and the number shares of Class A common stock issuable upon exercise of the Preferred Investor Warrants is subject to adjustment as described under the heading "Description of New Intuitive Machines' Securities" in the Issuer's registration statement on Form S-4 (File No. 333-267846).
Referenced by the price of 1 transaction in Table II.
Remarks
KCM and KMGP may be deemed directors by deputization by virtue of their representation on the board of directors of the Issuer. Michael Blitzer is a member of the board of directors of the Issuer. Guy Shanon stepped down from the board of directors of the Issuer in connection with Closing. 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.