Sec Form 4 Filing - KINGSTOWN CAPITAL MANAGEMENT L.P. @ Intuitive Machines, Inc. - 2023-02-10

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 KINGSTOWN CAPITAL MANAGEMENT L.P. 2. Issuer Name and Ticker or Trading Symbol Intuitive Machines, Inc. [ LUNR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) C/O KINGSTOWN CAPITAL MANAGEMENT L.P., 167 MADISON AVENUE, SUITE 205 #1033 3. Date of Earliest Transaction (MM/DD/YY) 02/10/2023 (Street) NEW YORK, NY10016 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 A Common Stock 02/10/2023 M( 1 ) 8,243,750 A 8,243,750 I By Inflection Point Holdings LLC ( 2 ) Class A Common Stock 2,900,000 I By Kingstown 1740 Fund L.P. ( 2 )

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 Class B ordinary shares, par value $0.0001 per share ( 1 ) 02/10/2023 M( 1 ) 8,243,750 ( 1 ) ( 1 ) Class A ordinary shares, par value $0.0001 per share 8,243,750 $ 0 0 I By Inflection Point Holdings LLC ( 2 ) Warrants to purchase Class A Common Stock $ 11.5 02/13/2023 A( 4 ) 6,845,000 03/15/2023 02/13/2028 Class A Common Stock, par value $0.0001 per share 6,845,000 $ 1 6,845,000 I By Inflection Point Holdings LLC ( 2 ) Warrants to purchase Class A Common Stock $ 11.5 02/13/2023 P( 5 ) 1,450,000 03/15/2023 02/13/2028 Class A Common Stock, par value $0.0001 per share 1,450,000 ( 5 ) 1,450,000 I By Kingstown 1740 Fund L.P. ( 3 ) Series A Preferred Stock, par value $0.0001 per share $ 12 ( 6 ) 02/13/2023 A 21,000 ( 6 ) ( 6 ) Class A Common Stock, par value $0.0001 per share 1,750,000 ( 6 ) ( 8 ) ( 6 ) 3,200,000 ( 8 ) I By Kingstown 1740 Fund L.P. ( 3 ) Warrants to purchase Class A common Stock $ 15 ( 6 ) ( 7 ) 02/13/2023 A 437,500 ( 6 ) ( 7 ) 02/13/2023 02/13/2028 Class A Common Stock, par value $0.0001 per share 437,500 ( 6 ) ( 7 ) ( 9 ) ( 6 ) ( 7 ) 3,637,500 ( 9 ) I By Kingstown 1740 Fund L.P. ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KINGSTOWN CAPITAL MANAGEMENT L.P. C/O KINGSTOWN CAPITAL MANAGEMENT L.P. 167 MADISON AVENUE, SUITE 205 #1033 NEW YORK, NY10016 X See Remarks KINGSTOWN MANAGEMENT GP LLC C/O KINGSTOWN CAPITAL MANAGEMENT L.P. 167 MADISON AVENUE, SUITE 205 #1033 NEW YORK, NY10016 X See Remarks BLITZER MICHAEL C/O KINGSTOWN CAPITAL MANAGEMENT L.P. 167 MADISON AVENUE, SUITE 205 #1033 NEW YORK, NY10016 X X SHANON GUY C/O KINGSTOWN CAPITAL MANAGEMENT L.P. 167 MADISON AVENUE, SUITE 205 #1033 NEW YORK, NY10016 X Signatures /s/ Russell Deutsch, Attorney-in-Fact for Kingstown Capital Management, L.P. 02/14/2023 Signature of Reporting Person Date /s/ Russell Deutsch, Attorney-in-Fact for Kingstown Management GP LLC 02/14/2023 Signature of Reporting Person Date /s/ Russell Deutsch, Attorney-in-Fact for Michael Blitzer 02/14/2023 Signature of Reporting Person Date /s/ Russell Deutsch, Attorney-in-Fact for Guy Shanon 02/14/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Inflection Point Holdings LLC (the "Sponsor") is the holder of such securities. The Sponsor has filed a separate Form 4 in connection with the transactions described herein. Kingstown Capital Management, L.P. ("KCM") is the manager of the Sponsor and shares voting and investment discretion with respect to the securities held by the Sponsor. Kingstown Management GP LLC ("KMGP") is the general partner of KCM and shares voting and investment discretion with respect to the securities held by the Sponsor. Michael Blitzer and Guy Shanon are the Managing Members of KMGP and share voting and investment discretion with respect to the securities held by the Sponsor. Each of KMGP, KCM, Michael Blitzer and Guy Shanon disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest it or he, as applicable, may have therein, directly or indirectly. ( 3 )Kingstown 1740 Fund, L.P. ("Kingstown 1740") is the holder of the securities reported herein. KCM is the investment manager of Kingstown 1740 and shares voting and investment discretion with respect to the securitie s held by Kingstown 1740. KMGP is the general partner of KCM and shares voting and investment discretion with respect to the ordinary shares held by Kingstown 1740. Kingstown Capital Partners LLC ("KCP") is the general partner of Kingstown 1740. Michael Blitzer and Guy Shanon are the Managing Members of KMGP and share voting and investment discretion with respect to the ordinary shares held by Kingstown 1740. Kingstown 1740 and KCP have filed a separate Form 4 in connection with the transactions described herein. Each of KCM, KMGP, KCP, Michael Blitzer and Guy Shanon disclaims any beneficial ownership of the securities held by Kingstown 1740 other than to the extent of any pecuniary interest it or he, as applicable, may have therein, directly or indirectly. ( 4 )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. 6,845,000 Warrants were initially acquired in a private placement from the Issuer concurrent with the Issuer's initial public offering. ( 5 )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. ( 6 )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. ( 7 )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). ( 8 )Pursuant to the Certificate of Designation, Kingstown 1740 has opted for a 9.99% beneficial ownership blocker, pursuant to which it may not convert its shares of Series A Stock into shares of Class A common stock to the extent that, upon giving effect to such conversion, Kingstown 1740 (together with its affiliates and any persons acting as a group together with Kingstown 1740 or its affiliates) would beneficially own greater than 9.99% of the Issuer's Class A common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. ( 9 )Pursuant to the terms of the Preferred Investor Warrants, Kingstown 1740 has opted for a 9.99% beneficial ownership blocker, pursuant to which it may not exercise its Preferred Investor Warrants for shares of Class A common stock to the extent that, upon giving effect to such exercise, Kingstown 1740 (together with its affiliates and any persons acting as a group together with Kingstown 1740 or its affiliates) would beneficially own greater than 9.99% of the Issuer's Class A common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

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.

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).

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