Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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Intuitive Machines, Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
46125A100 (CUSIP Number) |
Kamal Seyed Ghaffarian 13467 Columbia Shuttle Street, Houston, TX, 77059 301486-3150 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/18/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 46125A100 |
| 1 |
Name of reporting person
Kamal Seyed Ghaffarian | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
42,298,934.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
35.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 46125A100 |
| 1 |
Name of reporting person
Ghaffarian Enterprises, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MARYLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
38,448,571.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
33.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 46125A100 |
| 1 |
Name of reporting person
Intuitive Machines KG Parent, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,541,809.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 46125A100 |
| 1 |
Name of reporting person
GM Enterprises, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,241,120.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock | |
| (b) | Name of Issuer:
Intuitive Machines, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
13467 Columbia Shuttle Street, Houston,
TEXAS
, 77059. | |
Item 1 Comment:
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. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented with the following:Entry into 10b5-1 PlanOn 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. | Interest in Securities of the Issuer | |
| (a) | 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% | |
| (b) | Kamal Seyed GhaffarianSole Voting Power: 67,434Shared Voting Power: 42,231,500Sole Dispositive Power: 67,434Shared Dispositive Power: 42,231,500Ghaffarian Enterprises, LLCSole Voting Power: 0Shared Voting Power: 38,448,571Sole Dispositive Power: 0Shared Dispositive Power: 38,448,571Intuitive Machines KG Parent, LLCSole Voting Power: 0Shared Voting Power: 1,541,809Sole Dispositive Power: 0Shared Dispositive Power: 1,541,809GM Enterprises, LLCSole Voting Power: 0Shared Voting Power: 2,241,120Sole Dispositive Power: 0Shared Dispositive Power: 2,241,120The 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. | |
| (c) | 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. | |
| (d) | None | |
| (e) | Not applicable | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 8: 10b5-1 Trading Plan, dated as of December 18, 2024. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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