Sec Form 3 Filing - Ghaffarian Kamal Seyed @ Intuitive Machines, Inc. - 2023-02-14

FORM 3 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 X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) 5937 SUNNYSLOPE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 02/14/2023 (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 42,015,518 ( 1 ) I See footnotes ( 2 ) ( 3 )

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 ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 48,181,559 ( 5 ) I See footnote ( 2 ) ( 3 ) Series A Preferred Stock ( 6 ) ( 6 ) ( 6 ) Class A Common Stock 416,667 I See footnote ( 3 ) ( 7 ) Warrants $ 15 02/13/2023( 8 ) 02/13/2028 Class A Common Stock 104,167 I See footnote ( 3 ) ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ghaffarian Kamal Seyed 5937 SUNNYSLOPE DRIVE NAPLES, FL34119 X X Executive Chairman 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/ Steven Vontur, Attorney-in-Fact 02/14/2023 Signature of Reporting Person Date Ghaffarian Enterprises, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Steven Vontur, Attorney-in-Fact 02/14/2023 Signature of Reporting Person Date GM Enterprises, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Steven Vontur, Attorney-in-Fact 02/14/2023 Signature of Reporting Person Date Intuitive Machines KG Parent, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Steven Vontur, Attorney-in-Fact 02/14/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Represents (i) 1,954,313 Common Units and shares of Class C Common Stock held of record by GM Enterprises, LLC, (ii) 1,344,496 Common Units and shares of Class C Common Stock held of record by Intuitive Machines KG Parent, LLC and (iii) 38,716,709 Common Units and shares of Class C Common Stock held of record by Ghaffarian Enterprises, LLC. ( 3 )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. ( 4 )Includes (i) 286,808 earn out units held of record by GM Enterprises, LLC, (ii) 197,313 earn out units held of record by Intuitive Machines KG Parent, LLC and (iii) 5,681,920 earn out units held of record by Ghaffarian Enterprises, LLC, each of which is subject to forfeiture provisions described in that certain Business Combination Agreement, dated September 16, 2022, by and between Inflection Point Acquisition Corp. and Intuitive Machines, LLC. ( 5 )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. ( 6 )The Series A Preferred Stock may be converted at the holder's option into shares of the Issuer's Class A Common Stock on a 1-to-83.3333 basis and only to the extent that doing so would not result in the holder becoming the beneficial owner of more than 9.99% of the then-outstanding Class A Common Stock, in accordance with the terms of the Certificate of Designation governing the Series A Preferred Stock. ( 7 )Securities held of record by Ghaffarian Enterprises, LLC. ( 8 )The holder of the Warrants may exercise such Warrants only to the extent that doing so would not result in the holder becoming the beneficial owner of more than 9.99% of the then-outstanding Class A Common Stock, in accordance with the terms of the Class A Common Stock Purchase Warrant.

Remarks: Exhibit 24 - Power of Attorney.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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