SCHEDULE 13D/A
0001213900-24-011668
0001963529
XXXXXXXX
LIVE
7
Class A Common Stock
12/18/2024
false
0001844452
46125A100
Intuitive Machines, Inc.
13467 Columbia Shuttle Street
Houston
TX
77059
Kamal Seyed Ghaffarian
301486-3150
13467 Columbia Shuttle Street
Houston
TX
77059
0001963529
N
Kamal Seyed Ghaffarian
OO
N
X1
67434.00
42231500.00
67434.00
42231500.00
42298934.00
N
35.4
IN
0001965259
N
Ghaffarian Enterprises, LLC
OO
N
MD
0.00
38448571.00
0.00
38448571.00
38448571.00
N
33.2
OO
0001965283
N
Intuitive Machines KG Parent, LLC
OO
N
DE
0.00
1541809.00
0.00
1541809.00
1541809.00
N
1.9
OO
0001965320
N
GM Enterprises, LLC
OO
N
DE
0.00
2241120.00
0.00
2241120.00
2241120.00
N
2.7
OO
Class A Common Stock
Intuitive Machines, Inc.
13467 Columbia Shuttle Street
Houston
TX
77059
This Amendment No. 7 to Schedule 13D (this "Amendment No. 7") amends and supplements the statement on Schedule 13D filed with the United States Securities and Exchange Commission on February 8, 2024 (as amended to date, the "Schedule 13D"), relating to the Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), of Intuitive Machines, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
Item 4 of the Schedule 13D is hereby amended and supplemented with the following:
Entry into 10b5-1 Plan
On December 18, 2024, Ghaffarian Enterprises, LLC entered into a trading plan (the "10b5-1 Trading Plan") pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. Pursuant to the 10b5-1 Trading Plan, a broker dealer will make periodic sales of up to an aggregate of 1,690,706 shares of Class A Common Stock on behalf of Ghaffarian Enterprises, LLC. Such number of shares represents less than 5% of the shares held in the aggregate by the Reporting Persons and less than 2.2% of the total outstanding shares of Class A Common Stock of the Issuer. No sales under the 10b5-1 Trading Plan will occur during the Lock-Up Period, as described in the lock-up agreement entered into by the Reporting Persons in connection with the Issuer's underwritten public offering of Class A Common Stock on December 3, 2024. The 10b5-1 Trading Plan is being entered into solely to generate liquidity for Ghaffarian Enterprises, LLC.
The foregoing description of 10b5-1 Trading Plan does not purport to be complete and is qualified in its entirety by the text of the 10b5-1 Trading Plan, the form of which is attached as an exhibit to this Schedule 13D and incorporated herein by reference.
Item 5 of the Schedule 13D is hereby amended and restated in its entirety with the following:
The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons based on 80,857,602 shares of Class A Common Stock outstanding as of November 8, 2024, as disclosed in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on November 15, 2024.
Kamal Seyed Ghaffarian
-Amount beneficially owned: 42,298,934
-Percent of Class: 35.4%
Ghaffarian Enterprises, LLC
-Amount beneficially owned: 38,448,571
-Percent of Class: 33.2%
Intuitive Machines KG Parent, LLC
-Amount beneficially owned: 1,541,809
-Percent of Class: 1.9%
GM Enterprises, LLC
-Amount beneficially owned: 2,241,120
-Percent of Class: 2.7%
Kamal Seyed Ghaffarian
Sole Voting Power: 67,434
Shared Voting Power: 42,231,500
Sole Dispositive Power: 67,434
Shared Dispositive Power: 42,231,500
Ghaffarian Enterprises, LLC
Sole Voting Power: 0
Shared Voting Power: 38,448,571
Sole Dispositive Power: 0
Shared Dispositive Power: 38,448,571
Intuitive Machines KG Parent, LLC
Sole Voting Power: 0
Shared Voting Power: 1,541,809
Sole Dispositive Power: 0
Shared Dispositive Power: 1,541,809
GM Enterprises, LLC
Sole Voting Power: 0
Shared Voting Power: 2,241,120
Sole Dispositive Power: 0
Shared Dispositive Power: 2,241,120
The securities reported herein include (i) 38,736,732 Common Units, which may be redeemed for shares of Class A Common Stock on a one-to-one basis, of which 34,953,803 Common Units are held by Ghaffarian Enterprises, LLC, 1,541,809 Common Units are held by Intuitive Machines KG Parent, LLC and 2,241,120 Common Units are held by GM Enterprises, LLC; (ii) 3,494,768 shares of Class A Common Stock held directly by Ghaffarian Enterprises, LLC; and (iii) 67,434 shares of Class A Common Stock held directly by Dr. Ghaffarian.
The amount of Common Units reported above includes 4,624,529 Earn Out Units which vest dependent upon the satisfaction of the certain milestones as previously described in the Schedule 13D.
Dr. Ghaffarian is the sole trustee of a revocable trust, which is the sole member of Ghaffarian Enterprises, LLC and the sole managing member of Intuitive Machines KG Parent, LLC, and GM Enterprises, LLC. As a result, Dr. Ghaffarian may be deemed to share beneficial ownership of the securities reported herein, but disclaims beneficial ownership.
Since Amendment No. 6, Ghaffarian Enterprises, LLC sold an aggregate of 755,946 shares of Class A Common Stock in open market transactions on the Nasdaq Stock Market pursuant to the Rule 10b5-1 trading plan adopted on March 22, 2024. On December 2, 2024 an aggregate of 377,973 shares were sold at a weighted average price of $15.039 per share and on December 16, 2024, an aggregate of 377,973 shares were sold at a weighted average price of $12.0819 per shares. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for this transaction.
None
Not applicable
Exhibit 8: 10b5-1 Trading Plan, dated as of December 18, 2024.
Kamal Seyed Ghaffarian
/s/ Kamal Seyed Ghaffarian
12/20/2024
Ghaffarian Enterprises, LLC
/s/ Kamal Seyed Ghaffarian
12/20/2024
Intuitive Machines KG Parent, LLC
/s/ Kamal Seyed Ghaffarian
12/20/2024
GM Enterprises, LLC
/s/ Kamal Seyed Ghaffarian
12/20/2024