Sec Form 4 Filing - BLITZER MICHAEL @ Intuitive Machines, Inc. - 2023-07-14

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 BLITZER MICHAEL 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) C/O KINGSTOWN CAPITAL MANAGEMENT L.P., 167 MADISON AVENUE, SUITE 205 #1033 3. Date of Earliest Transaction (MM/DD/YY) 07/14/2023 (Street) NEW YORK, NY10016 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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

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 Warrants to purchase Class A Common Stock $ 11.5 07/14/2023 J( 1 )( 5 ) 6,845,000 03/15/2023 02/13/2028 Class A Common Stock, par value $0.0001 per share 6,845,000 ( 1 ) 0 I ( 2 ) By Inflection Point Holdings LLC ( 2 ) ( 3 ) ( 4 ) Warrants to purchase Class A Common Stock $ 11.5 03/15/2023 02/13/2028 Class A Common Stock, par value $0.0001 per share 2,538,125 2,538,125 ( 1 ) ( 5 ) D ( 2 ) Warrants to purchase Class A Common Stock $ 11.5 03/15/2023 02/13/2028 Class A Common Stock, par value $0.0001 per share 1,768,750 3,218,750 ( 1 ) ( 5 ) I By Kingstown 1740 Fund L.P. ( 2 ) ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BLITZER MICHAEL C/O KINGSTOWN CAPITAL MANAGEMENT L.P. 167 MADISON AVENUE, SUITE 205 #1033 NEW YORK, NY10016 X X Signatures /s/ Michael Blitzer 07/18/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 14, 2023, Inflection Point Holdings LLC (the "Sponsor") distributed an aggregate of 6,845,000 private placement warrants consisting of (i) 2,538,125 private placement warrants distributed to Michael Blitzer, (ii) 2,538,125 private placement warrants distributed to Guy Shanon and (iii) 1,768,750 private placement warrants distributed to Kingstown 1740 Fund L.P. ("Kingstown 1740"), in each case as a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement. ( 2 )The Sponsor was the holder of such securities prior to their distribution. 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. ( 3 )Kingstown 1740 is the holder of the securities reported. KCM is the investment manager of Kingstown 1740 and shares voting and investment discretion with respect to the securities held by Kingstown 1740. KMGP is the general partner of KCM and shares voting and investment discretion with respect to the securities 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 securities held by Kingstown 1740. ( 4 )KCM, KMGP, the Sponsor, Mr. Shanon, KCP and Kingstown 1740 are filing separate Form 4s in connection with the transactions described herein. Each of KMGP, KCM, Mr. Blitzer and Mr. 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. Each of KCM, KMGP, KCP, Mr. Blitzer and Mr. 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. ( 5 )Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as a change in form of beneficial ownership, the reported distribution by the Sponsor (as it relates to Mr. Blitzer's deemed beneficial ownership of the securities held by the Sponsor) to its members and the reported acquisition by Mr. Blitzer from the Sponsor, were exempt from Section 16 of the Securities Exchange Act of 1934.

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

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