Sec Form 4 Filing - Ghaffarian Kamal Seyed @ Intuitive Machines, Inc. - 2025-03-31

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Ghaffarian Kamal Seyed
2. Issuer Name and Ticker or Trading Symbol
Intuitive Machines, Inc. [ LUNR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
5937 SUNNYSLOPE DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
03/31/2025
(Street)
NAPLES, FL34119
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class C Common Stock 03/31/2025 J( 1 ) 1,292,729 ( 2 ) D 36,496,032 I See footnotes ( 3 ) ( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Units ( 5 ) 03/31/2025 J( 6 ) 1,292,729 ( 5 ) ( 5 ) Class A Common Stock 1,292,729 ( 6 ) 36,496,032 I See footnotes ( 3 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ghaffarian Kamal Seyed
5937 SUNNYSLOPE DRIVE
NAPLES, FL34119
X X
Ghaffarian Enterprises, LLC
801 THOMPSON AVENUE
ROCKVILLE,, MD20852
X
GM Enterprises, LLC
801 THOMPSON AVENUE
ROCKVILLE,, MD20852
X
Intuitive Machines KG Parent, LLC
801 THOMPSON AVENUE
ROCKVILLE,, MD20852
X
Signatures
Kamal Ghaffarian, By: /s/ Anna Jones, Attorney-in-Fact 04/02/2025
Signature of Reporting Person Date
Ghaffarian Enterprises, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Anna Jones, Attorney-in-Fact 04/02/2025
Signature of Reporting Person Date
GM Enterprises, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Anna Jones, Attorney-in-Fact 04/02/2025
Signature of Reporting Person Date
Intuitive Machines KG Parent, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Anna Jones, Attorney-in-Fact 04/02/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of Class C Common Stock disposed at par value in connection with disposition of Common Units. The disposition was a distribution pursuant to pre-existing arrangements under a management equity plan for employees of IBX, LLC, a company wholly-owned by Dr. Ghaffarian, that serves as the innovation and investment firm for his businesses.
( 2 )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.
( 3 )Following the transactions reported herein, represents (i) 2,241,121 Common Units and shares of Class C Common Stock held of record by GM Enterprises, LLC, (ii) 249,080 Common Units and shares of Class C Common Stock held of record by Intuitive Machines KG Parent, LLC and (iii) 34,005,831 Common Units and shares of Class C Common Stock held of record by Ghaffarian Enterprises, LLC.
( 4 )Kamal Ghaffarian is the sole trustee of a revocable trust, which is the sole member of each of Ghaffarian Enterprises, LLC, GM Enterprises, LLC and Intuitive Machines KG Parent, 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.
( 5 )The Common Units may be redeemed for shares of Class A Common Stock on a one-to-one basis at the discretion of the holder. The Common Units do not expire.
( 6 )Reflects a transfer of Common Units by Intuitive Machines KG Parent, LLC to an entity indirectly controlled by Dr. Ghaffarian.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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