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Intuitive Machines, Inc.

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4390
SEC CIK
0001844452
Parsed reports
198

Last 12 months

Inside the activity.

2 purchase rows · 74 sale rows

Disclosed non-derivative P/S rows, by transaction month. Includes amendments and private transactions.
Monthly counts
MonthPurchasesSales
Nov 202520
Dec 202509
Jan 202608
Feb 202605
Mar 202607
Apr 202609
May 202608
Jun 2026014
Jul 202603
Aug 202605
Sep 202606
Oct 202600

Latest available

Insider transactions

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateOwner / reported roleActivity / securityShares / unitsReported priceReported valueDetails
July 03, 2024 Filed Jul 4, 2024 00:00 UTC
Crain Timothy Price IISVP and Chief Growth Officer · 10% owner
Exercise / conversionCommon Units · Derivative 6,011 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-059191 · ownership.xml · derivative · entry 8

Crain Timothy Price II · CIK 0001963498 · SVP and Chief Growth Officer · 10% owner

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 11,560,405

Underlying: Class A Common Stock · 6,011 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 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. 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.

F1 · price: 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. 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.

F1 · derivative.exercise_date: 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. 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.

F1 · derivative.expiration_date: 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. 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.

Read SEC document
July 03, 2024 Filed Jul 4, 2024 00:00 UTC
Crain Timothy Price IISVP and Chief Growth Officer · 10% owner
SaleClass A Common Stock 6,011 $4.00 $24,045.20
Disclosure

SEC source: 0001213900-24-059191 · ownership.xml · nonDerivative · entry 6

Crain Timothy Price II · CIK 0001963498 · SVP and Chief Growth Officer · 10% owner

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 362,810

F2 · kind: The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on March 22, 2024.

F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.00 to $4.0050, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

Read SEC document
July 03, 2024 Filed Jul 4, 2024 00:00 UTC
Crain Timothy Price IISVP and Chief Growth Officer · 10% owner
Disposition to issuerClass C Common Stock 6,011 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-059191 · ownership.xml · nonDerivative · entry 5

Crain Timothy Price II · CIK 0001963498 · SVP and Chief Growth Officer · 10% owner

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 10,445,446

F1 · price: 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. 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.

Read SEC document
July 03, 2024 Filed Jul 4, 2024 00:00 UTC
Crain Timothy Price IISVP and Chief Growth Officer · 10% owner
Exercise / conversionClass A Common Stock 6,011 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-059191 · ownership.xml · nonDerivative · entry 4

Crain Timothy Price II · CIK 0001963498 · SVP and Chief Growth Officer · 10% owner

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 368,821

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: 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. 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.

Read SEC document
July 01, 2024 Filed Jul 4, 2024 00:00 UTC
Crain Timothy Price IISVP and Chief Growth Officer · 10% owner
Exercise / conversionCommon Units · Derivative 50,000 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-059191 · ownership.xml · derivative · entry 7

Crain Timothy Price II · CIK 0001963498 · SVP and Chief Growth Officer · 10% owner

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 11,566,416

Underlying: Class A Common Stock · 50,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 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. 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.

F1 · price: 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. 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.

F1 · derivative.exercise_date: 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. 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.

F1 · derivative.expiration_date: 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. 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.

Read SEC document
July 01, 2024 Filed Jul 4, 2024 00:00 UTC
Crain Timothy Price IISVP and Chief Growth Officer · 10% owner
SaleClass A Common Stock 50,000 $3.36 $168,195.00
Disclosure

SEC source: 0001213900-24-059191 · ownership.xml · nonDerivative · entry 3

Crain Timothy Price II · CIK 0001963498 · SVP and Chief Growth Officer · 10% owner

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 362,810

F2 · kind: The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on March 22, 2024.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.27 to $3.50, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

Read SEC document
July 01, 2024 Filed Jul 4, 2024 00:00 UTC
Crain Timothy Price IISVP and Chief Growth Officer · 10% owner
Disposition to issuerClass C Common Stock 50,000 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-059191 · ownership.xml · nonDerivative · entry 2

Crain Timothy Price II · CIK 0001963498 · SVP and Chief Growth Officer · 10% owner

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 10,451,457

F1 · price: 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. 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.

Read SEC document
July 01, 2024 Filed Jul 4, 2024 00:00 UTC
Crain Timothy Price IISVP and Chief Growth Officer · 10% owner
Exercise / conversionClass A Common Stock 50,000 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-059191 · ownership.xml · nonDerivative · entry 1

Crain Timothy Price II · CIK 0001963498 · SVP and Chief Growth Officer · 10% owner

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 412,810

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: 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. 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.

Read SEC document
June 14, 2024 Filed Jun 18, 2024 20:30 UTC
Vontur StevenInterim CFO & Corp. Controller
SaleClass A Common Stock 9,202 $3.86 $35,473.71
Disclosure

SEC source: 0001213900-24-053827 · ownership.xml · nonDerivative · entry 1

Vontur Steven · CIK 0001964266 · Interim CFO & Corp. Controller

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 129,601

Read SEC document
June 10, 2024 Filed Jun 12, 2024 20:30 UTC
Ghaffarian Kamal SeyedDirector · 10% owner
Exercise / conversionCommon Units · Derivative 4,800,000 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-052112 · ownership.xml · derivative · entry 5

Ghaffarian Kamal Seyed · CIK 0001963529 · Director · 10% owner

Ghaffarian Enterprises, LLC · CIK 0001965259 · 10% owner

GM Enterprises, LLC · CIK 0001965320 · 10% owner

Intuitive Machines KG Parent, LLC · CIK 0001965283 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 39,025,852

Underlying: Class A Common Stock · 4,800,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 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. 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.

F1 · price: 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. 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.

F1 · derivative.exercise_date: 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. 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.

F1 · derivative.expiration_date: 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. 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.

F2 · ownership.nature: Following the transactions reported herein, represents (i) 2,026,015 Common Units and shares of Class C Common Stock held of record by GM Enterprises, LLC, (ii) 1,393,824 Common Units and shares of Class C Common Stock held of record by Intuitive Machines KG Parent, LLC and (iii) (x) 35,606,013 Common Units and shares of Class C Common Stock and (y) 3,551,606 shares of Class A Common Stock held of record by Ghaffarian Enterprises LLC.

F3 · ownership.nature: 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.

Read SEC document
June 10, 2024 Filed Jun 12, 2024 20:30 UTC
Ghaffarian Kamal SeyedDirector · 10% owner
SaleClass A Common Stock 4,800,000 $4.00 $19,200,000.00
Disclosure

SEC source: 0001213900-24-052112 · ownership.xml · nonDerivative · entry 3

Ghaffarian Kamal Seyed · CIK 0001963529 · Director · 10% owner

Ghaffarian Enterprises, LLC · CIK 0001965259 · 10% owner

GM Enterprises, LLC · CIK 0001965320 · 10% owner

Intuitive Machines KG Parent, LLC · CIK 0001965283 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 3,551,606

F2 · ownership.nature: Following the transactions reported herein, represents (i) 2,026,015 Common Units and shares of Class C Common Stock held of record by GM Enterprises, LLC, (ii) 1,393,824 Common Units and shares of Class C Common Stock held of record by Intuitive Machines KG Parent, LLC and (iii) (x) 35,606,013 Common Units and shares of Class C Common Stock and (y) 3,551,606 shares of Class A Common Stock held of record by Ghaffarian Enterprises LLC.

F3 · ownership.nature: 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.

Read SEC document
June 10, 2024 Filed Jun 12, 2024 20:30 UTC
Ghaffarian Kamal SeyedDirector · 10% owner
Disposition to issuerClass C Common Stock 4,800,000 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-052112 · ownership.xml · nonDerivative · entry 2

Ghaffarian Kamal Seyed · CIK 0001963529 · Director · 10% owner

Ghaffarian Enterprises, LLC · CIK 0001965259 · 10% owner

GM Enterprises, LLC · CIK 0001965320 · 10% owner

Intuitive Machines KG Parent, LLC · CIK 0001965283 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 39,025,852

F1 · price: 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. 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.

F2 · ownership.nature: Following the transactions reported herein, represents (i) 2,026,015 Common Units and shares of Class C Common Stock held of record by GM Enterprises, LLC, (ii) 1,393,824 Common Units and shares of Class C Common Stock held of record by Intuitive Machines KG Parent, LLC and (iii) (x) 35,606,013 Common Units and shares of Class C Common Stock and (y) 3,551,606 shares of Class A Common Stock held of record by Ghaffarian Enterprises LLC.

F3 · ownership.nature: 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.

Read SEC document
June 10, 2024 Filed Jun 12, 2024 20:30 UTC
Ghaffarian Kamal SeyedDirector · 10% owner
Exercise / conversionClass A Common Stock 4,800,000 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-052112 · ownership.xml · nonDerivative · entry 1

Ghaffarian Kamal Seyed · CIK 0001963529 · Director · 10% owner

Ghaffarian Enterprises, LLC · CIK 0001965259 · 10% owner

GM Enterprises, LLC · CIK 0001965320 · 10% owner

Intuitive Machines KG Parent, LLC · CIK 0001965283 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 8,351,606

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: 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. 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.

F2 · ownership.nature: Following the transactions reported herein, represents (i) 2,026,015 Common Units and shares of Class C Common Stock held of record by GM Enterprises, LLC, (ii) 1,393,824 Common Units and shares of Class C Common Stock held of record by Intuitive Machines KG Parent, LLC and (iii) (x) 35,606,013 Common Units and shares of Class C Common Stock and (y) 3,551,606 shares of Class A Common Stock held of record by Ghaffarian Enterprises LLC.

F3 · ownership.nature: 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.

Read SEC document
June 06, 2024 Filed Jun 10, 2024 23:38 UTC GrantClass A Common Stock 44,544 $0.00 $0.00
Disclosure

SEC source: 0001213900-24-051442 · ownership.xml · nonDerivative · entry 1

BLITZER MICHAEL · CIK 0001458423 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,725,538

F1 · shares: Represents an award of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest in full on the earlier to occur of the first anniversary of the grant date and the date of the next annual meeting following the grant date. The RSUs do not expire. The reporting person elected to defer receipt of these RSUs until his retirement from the Company's Board of Directors

Read SEC document
June 06, 2024 Filed Jun 10, 2024 23:31 UTC GrantClass A Common Stock 44,544 $0.00 $0.00
Disclosure

SEC source: 0001213900-24-051437 · ownership.xml · nonDerivative · entry 1

Seligman Nicole · CIK 0001683100 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 62,865

F1 · shares: Represents an award of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest in full on the earlier to occur of the first anniversary of the grant date and the date of the next annual meeting following the grant date. The RSUs do not expire. The reporting person elected to defer receipt of these RSUs until her retirement from the Company's Board of Directors.

Read SEC document
June 06, 2024 Filed Jun 10, 2024 23:35 UTC GrantClass A Common Stock 44,544 $0.00 $0.00
Disclosure

SEC source: 0001213900-24-051440 · ownership.xml · nonDerivative · entry 1

Liquori William John Jr · CIK 0001963575 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 62,865

F1 · shares: Represents an award of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest in full on the earlier to occur of the first anniversary of the grant date and the date of the next annual meeting following the grant date. The RSUs do not expire.

Read SEC document
June 06, 2024 Filed Jun 10, 2024 23:28 UTC
Ghaffarian Kamal SeyedDirector · 10% owner
GrantClass A Common Stock 55,680 $0.00 $0.00
Disclosure

SEC source: 0001213900-24-051434 · ownership.xml · nonDerivative · entry 1

Ghaffarian Kamal Seyed · CIK 0001963529 · Director · 10% owner

Ghaffarian Enterprises, LLC · CIK 0001965259 · 10% owner

GM Enterprises, LLC · CIK 0001965320 · 10% owner

Intuitive Machines KG Parent, LLC · CIK 0001965283 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 123,114

F1 · shares: Represents an award of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest in full on the earlier to occur of the first anniversary of the grant date and the date of the next annual meeting following the grant date. The RSUs do not expire. The reporting person elected to defer receipt of these RSUs until his retirement from the Company's Board of Directors.

Read SEC document
June 06, 2024 Filed Jun 10, 2024 23:24 UTC GrantClass A Common Stock 44,544 $0.00 $0.00
Disclosure

SEC source: 0001213900-24-051432 · ownership.xml · nonDerivative · entry 1

Masson Robert L. II · CIK 0001934117 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 62,865

F1 · shares: Represents an award of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest in full on the earlier to occur of the first anniversary of the grant date and the date of the next annual meeting following the grant date. The RSUs do not expire. The reporting person elected to defer receipt of these RSUs until his retirement from the Company's Board of Directors.

Read SEC document
May 31, 2024 Filed Jun 4, 2024 22:15 UTC
Ghaffarian Kamal SeyedDirector · 10% owner
SaleSeries B Warrant · Derivative 4,150,780 $1.49 Strike: $2.57 $6,184,662.20
Disclosure

SEC source: 0001213900-24-049769 · ownership.xml · derivative · entry 2

Ghaffarian Kamal Seyed · CIK 0001963529 · Director · 10% owner

Ghaffarian Enterprises, LLC · CIK 0001965259 · 10% owner

GM Enterprises, LLC · CIK 0001965320 · 10% owner

Intuitive Machines KG Parent, LLC · CIK 0001965283 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: See footnote · 4,150,780 shares

Expires 2025-07-29

F1 · derivative.exercise_date: The warrants are presently exercisable at the holder's election, for shares of Class A Common Stock.

F1 · derivative.underlying: The warrants are presently exercisable at the holder's election, for shares of Class A Common Stock.

F2 · ownership.nature: The securities reported herein as indirectly owned are held by Ghaffarian Enterprises, LLC.

F3 · ownership.nature: 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.

Read SEC document
May 31, 2024 Filed Jun 4, 2024 22:15 UTC
Ghaffarian Kamal SeyedDirector · 10% owner
SaleSeries A Warrant · Derivative 4,150,780 $1.81 Strike: $2.57 $7,512,911.80
Disclosure

SEC source: 0001213900-24-049769 · ownership.xml · derivative · entry 1

Ghaffarian Kamal Seyed · CIK 0001963529 · Director · 10% owner

Ghaffarian Enterprises, LLC · CIK 0001965259 · 10% owner

GM Enterprises, LLC · CIK 0001965320 · 10% owner

Intuitive Machines KG Parent, LLC · CIK 0001965283 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: See footnote · 4,150,780 shares

Expires 2029-01-29

F1 · derivative.exercise_date: The warrants are presently exercisable at the holder's election, for shares of Class A Common Stock.

F1 · derivative.underlying: The warrants are presently exercisable at the holder's election, for shares of Class A Common Stock.

F2 · ownership.nature: The securities reported herein as indirectly owned are held by Ghaffarian Enterprises, LLC.

F3 · ownership.nature: 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.

Read SEC document
April 11, 2024 Filed Apr 15, 2024 23:02 UTC
McGrath PeterSVP and COO
Tax withholdingClass A Common Stock 24,082 $5.24 $126,189.68
Disclosure

SEC source: 0001213900-24-033079 · ownership.xml · nonDerivative · entry 1

McGrath Peter · CIK 0002005993 · SVP and COO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 459,668

Read SEC document
April 11, 2024 Filed Apr 15, 2024 23:05 UTC
Crain Timothy Price IISVP and Chief Growth Officer · 10% owner
Tax withholdingClass A Common Stock 16,190 $5.24 $84,835.60
Disclosure

SEC source: 0001213900-24-033082 · ownership.xml · nonDerivative · entry 1

Crain Timothy Price II · CIK 0001963498 · SVP and Chief Growth Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 362,810

Read SEC document
April 11, 2024 Filed Apr 15, 2024 23:04 UTC
Vontur StevenInterim CFO & Corp. Controller
Tax withholdingClass A Common Stock 5,697 $5.24 $29,852.28
Disclosure

SEC source: 0001213900-24-033081 · ownership.xml · nonDerivative · entry 1

Vontur Steven · CIK 0001964266 · Interim CFO & Corp. Controller

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 138,803

Read SEC document
April 11, 2024 Filed Apr 15, 2024 23:03 UTC
Altemus Stephen JDirector · Chief Executive Officer · 10% owner
Tax withholdingClass A Common Stock 34,081 $5.24 $178,584.44
Disclosure

SEC source: 0001213900-24-033080 · ownership.xml · nonDerivative · entry 1

Altemus Stephen J · CIK 0001963507 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 910,919

Read SEC document
April 11, 2024 Filed Apr 15, 2024 23:01 UTC
Jones Anna ChiaraGC & Corporate Secretary
Tax withholdingClass A Common Stock 10,464 $5.24 $54,831.36
Disclosure

SEC source: 0001213900-24-033078 · ownership.xml · nonDerivative · entry 1

Jones Anna Chiara · CIK 0001971014 · GC & Corporate Secretary

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 196,536

Read SEC document
February 25, 2024 Filed Feb 28, 2024 01:19 UTC
McGrath PeterSVP and COO
GrantClass A Common Stock 33,750 $0.00 $0.00
Disclosure

SEC source: 0001213900-24-017667 · ownership.xml · nonDerivative · entry 1

McGrath Peter · CIK 0002005993 · SVP and COO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 483,750

F1 · shares: On February 25, 2024, the compensation committee of the Issuer's board of directors certified achievement of the commercial milestones associated with the performance-based restricted stock unit ("RSU") award originally granted on February 7, 2024. The RSUs will vest on April 11, 2024 and do not expire.

Read SEC document
February 25, 2024 Filed Feb 28, 2024 01:26 UTC
Crain Timothy Price IISVP and Chief Growth Officer · 10% owner
GrantClass A Common Stock 43,000 $0.00 $0.00
Disclosure

SEC source: 0001213900-24-017678 · ownership.xml · nonDerivative · entry 1

Crain Timothy Price II · CIK 0001963498 · SVP and Chief Growth Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 379,000

F1 · shares: On February 25, 2024, the compensation committee of the Issuer's board of directors certified achievement of the commercial milestones associated with the performance-based restricted stock unit ("RSU") award originally granted on February 7, 2024. The RSUs will vest on April 11, 2024 and do not expire.

Read SEC document
February 25, 2024 Filed Feb 28, 2024 01:23 UTC
Vontur StevenInterim CFO & Corp. Controller
GrantClass A Common Stock 15,000 $0.00 $0.00
Disclosure

SEC source: 0001213900-24-017675 · ownership.xml · nonDerivative · entry 1

Vontur Steven · CIK 0001964266 · Interim CFO & Corp. Controller

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 144,500

F1 · shares: On February 25, 2024, the compensation committee of the Issuer's board of directors certified achievement of the commercial milestones associated with the performance-based restricted stock unit ("RSU") award originally granted on February 7, 2024. The RSUs will vest on April 11, 2024 and do not expire.

Read SEC document
February 25, 2024 Filed Feb 28, 2024 01:20 UTC
Altemus Stephen JDirector · Chief Executive Officer · 10% owner
GrantClass A Common Stock 105,000 $0.00 $0.00
Disclosure

SEC source: 0001213900-24-017671 · ownership.xml · nonDerivative · entry 1

Altemus Stephen J · CIK 0001963507 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 945,000

F1 · shares: On February 25, 2024, the compensation committee of the Issuer's board of directors certified achievement of the commercial milestones associated with the performance-based restricted stock unit ("RSU") award originally granted on February 7, 2024. The RSUs will vest on April 11, 2024 and do not expire.

Read SEC document
February 25, 2024 Filed Feb 28, 2024 01:15 UTC
Jones Anna ChiaraGC & Corporate Secretary
GrantClass A Common Stock 27,000 $0.00 $0.00
Disclosure

SEC source: 0001213900-24-017664 · ownership.xml · nonDerivative · entry 1

Jones Anna Chiara · CIK 0001971014 · GC & Corporate Secretary

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 207,000

F1 · shares: On February 25, 2024, the compensation committee of the Issuer's board of directors certified achievement of the commercial milestones associated with the performance-based restricted stock unit ("RSU") award originally granted on February 7, 2024. The RSUs will vest on April 11, 2024 and do not expire.

Read SEC document
February 22, 2024 Filed Feb 23, 2024 21:47 UTC
SHANON GUY10% owner
SaleClass A Common Stock 123,717 $8.99 $1,111,956.02
Disclosure

SEC source: 0001213900-24-016662 · ownership.xml · nonDerivative · entry 2

SHANON GUY · CIK 0001458422 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,302,673

F2 · balance_after: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.4000 to $10.2302, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

Read SEC document
February 21, 2024 Filed Feb 23, 2024 21:47 UTC
SHANON GUY10% owner
SaleClass A Common Stock 236,283 $12.52 $2,959,137.41
Disclosure

SEC source: 0001213900-24-016662 · ownership.xml · nonDerivative · entry 1

SHANON GUY · CIK 0001458422 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,426,390

F1 · balance_after: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.1500 to $13.7000, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

Read SEC document
February 07, 2024 Filed Feb 9, 2024 21:45 UTC
McGrath PeterSVP and COO
GrantClass A Common Stock 200,000 $0.00 $0.00
Disclosure

SEC source: 0001213900-24-012124 · ownership.xml · nonDerivative · entry 1

McGrath Peter · CIK 0002005993 · SVP and COO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 450,000

F1 · shares: Represents an award of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest in four equal annual installments beginning on February 7, 2025. The RSUs do not expire.

Read SEC document
February 07, 2024 Filed Feb 9, 2024 21:46 UTC
Crain Timothy Price IISVP and Chief Growth Officer · 10% owner
GrantClass A Common Stock 250,000 $0.00 $0.00
Disclosure

SEC source: 0001213900-24-012127 · ownership.xml · nonDerivative · entry 2

Crain Timothy Price II · CIK 0001963498 · SVP and Chief Growth Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 336,000

F2 · shares: Represents an award of RSUs, each of which represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest in four equal annual installments beginning on February 7, 2025. The RSUs do not expire.

Read SEC document
February 07, 2024 Filed Feb 9, 2024 21:46 UTC
Crain Timothy Price IISVP and Chief Growth Officer · 10% owner
GrantClass A Common Stock 86,000 $0.00 $0.00
Disclosure

SEC source: 0001213900-24-012127 · ownership.xml · nonDerivative · entry 1

Crain Timothy Price II · CIK 0001963498 · SVP and Chief Growth Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 86,000

F1 · shares: Represents an award of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest in four equal annual installments beginning on April 11, 2024. The RSUs do not expire.

Read SEC document
February 07, 2024 Filed Feb 9, 2024 21:46 UTC
Vontur StevenInterim CFO & Corp. Controller
GrantClass A Common Stock 50,000 $0.00 $0.00
Disclosure

SEC source: 0001213900-24-012126 · ownership.xml · nonDerivative · entry 1

Vontur Steven · CIK 0001964266 · Interim CFO & Corp. Controller

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 129,500

F1 · shares: Represents an award of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest in four equal annual installments beginning on February 7, 2025. The RSUs do not expire.

Read SEC document
February 07, 2024 Filed Feb 9, 2024 21:46 UTC
Altemus Stephen JDirector · Chief Executive Officer · 10% owner
GrantClass A Common Stock 700,000 $0.00 $0.00
Disclosure

SEC source: 0001213900-24-012125 · ownership.xml · nonDerivative · entry 2

Altemus Stephen J · CIK 0001963507 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 840,000

F2 · shares: Represents an award of RSUs, each of which represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest in four equal annual installments beginning on February 7, 2025. The RSUs do not expire.

Read SEC document
February 07, 2024 Filed Feb 9, 2024 21:46 UTC
Altemus Stephen JDirector · Chief Executive Officer · 10% owner
GrantClass A Common Stock 140,000 $0.00 $0.00
Disclosure

SEC source: 0001213900-24-012125 · ownership.xml · nonDerivative · entry 1

Altemus Stephen J · CIK 0001963507 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 140,000

F1 · shares: Represents an award of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest in four equal annual installments beginning on April 11, 2024. The RSUs do not expire.

Read SEC document
February 07, 2024 Filed Feb 9, 2024 21:45 UTC
Jones Anna ChiaraGC & Corporate Secretary
GrantClass A Common Stock 130,000 $0.00 $0.00
Disclosure

SEC source: 0001213900-24-012123 · ownership.xml · nonDerivative · entry 1

Jones Anna Chiara · CIK 0001971014 · GC & Corporate Secretary

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 180,000

F1 · shares: Represents an award of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest in four equal annual installments beginning on February 7, 2025. The RSUs do not expire.

Read SEC document
January 29, 2024 Filed Feb 1, 2024 01:50 UTC
Vontur StevenInterim CFO & Corp. Controller
GrantClass A Common Stock 25,000 $0.00 $0.00
Disclosure

SEC source: 0001213900-24-008649 · ownership.xml · nonDerivative · entry 1

Vontur Steven · CIK 0001964266 · Interim CFO & Corp. Controller

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 79,500

F1 · shares: Represents an award of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest on January 29, 2025. The RSUs do not expire.

Read SEC document
January 29, 2024 Filed Jan 31, 2024 21:05 UTC
Ghaffarian Kamal SeyedDirector · 10% owner
GrantSeries B Warrant · Derivative 4,150,780 Not disclosed Strike: $2.57 Not disclosed
Disclosure

SEC source: 0001213900-24-008426 · ownership.xml · derivative · entry 4

Ghaffarian Kamal Seyed · CIK 0001963529 · Director · 10% owner

Ghaffarian Enterprises, LLC · CIK 0001965259 · 10% owner

GM Enterprises, LLC · CIK 0001965320 · 10% owner

Intuitive Machines KG Parent, LLC · CIK 0001965283 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 4,150,780

Underlying: See Footnote · 4,150,780 shares

Expires 2025-07-29

F1 · price: On January 29, 2024, Ghaffarian Enterprises, LLC contributed $10.0 million to the Issuer for the purposes of satisfying certain repayment obligations of the Issuer and Intuitive Machines, LLC, and in exchange the Issuer issued the Class A Common Stock and Series A and Series B warrants reported herein to Ghaffarian Enterprises, LLC. The warrants are exercisable for, at the holder's election, (i) shares of Class A Common Stock, (ii) shares Class C Common Stock and an equal number of Common Units of Intuitive Machines, LLC, or (iii) a combination of Class A shares and Class C shares and Common Units. The warrants are immediately exercisable.

F1 · derivative.exercise_date: On January 29, 2024, Ghaffarian Enterprises, LLC contributed $10.0 million to the Issuer for the purposes of satisfying certain repayment obligations of the Issuer and Intuitive Machines, LLC, and in exchange the Issuer issued the Class A Common Stock and Series A and Series B warrants reported herein to Ghaffarian Enterprises, LLC. The warrants are exercisable for, at the holder's election, (i) shares of Class A Common Stock, (ii) shares Class C Common Stock and an equal number of Common Units of Intuitive Machines, LLC, or (iii) a combination of Class A shares and Class C shares and Common Units. The warrants are immediately exercisable.

F1 · derivative.underlying: On January 29, 2024, Ghaffarian Enterprises, LLC contributed $10.0 million to the Issuer for the purposes of satisfying certain repayment obligations of the Issuer and Intuitive Machines, LLC, and in exchange the Issuer issued the Class A Common Stock and Series A and Series B warrants reported herein to Ghaffarian Enterprises, LLC. The warrants are exercisable for, at the holder's election, (i) shares of Class A Common Stock, (ii) shares Class C Common Stock and an equal number of Common Units of Intuitive Machines, LLC, or (iii) a combination of Class A shares and Class C shares and Common Units. The warrants are immediately exercisable.

F2 · ownership.nature: The securities reported herein as indirectly owned are held by Ghaffarian Enterprises, LLC.

F3 · ownership.nature: 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.

Read SEC document
January 29, 2024 Filed Jan 31, 2024 21:05 UTC
Ghaffarian Kamal SeyedDirector · 10% owner
GrantSeries A Warrant · Derivative 4,150,780 Not disclosed Strike: $2.57 Not disclosed
Disclosure

SEC source: 0001213900-24-008426 · ownership.xml · derivative · entry 3

Ghaffarian Kamal Seyed · CIK 0001963529 · Director · 10% owner

Ghaffarian Enterprises, LLC · CIK 0001965259 · 10% owner

GM Enterprises, LLC · CIK 0001965320 · 10% owner

Intuitive Machines KG Parent, LLC · CIK 0001965283 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 4,150,780

Underlying: See Footnote · 4,150,780 shares

Expires 2029-01-29

F1 · price: On January 29, 2024, Ghaffarian Enterprises, LLC contributed $10.0 million to the Issuer for the purposes of satisfying certain repayment obligations of the Issuer and Intuitive Machines, LLC, and in exchange the Issuer issued the Class A Common Stock and Series A and Series B warrants reported herein to Ghaffarian Enterprises, LLC. The warrants are exercisable for, at the holder's election, (i) shares of Class A Common Stock, (ii) shares Class C Common Stock and an equal number of Common Units of Intuitive Machines, LLC, or (iii) a combination of Class A shares and Class C shares and Common Units. The warrants are immediately exercisable.

F1 · derivative.exercise_date: On January 29, 2024, Ghaffarian Enterprises, LLC contributed $10.0 million to the Issuer for the purposes of satisfying certain repayment obligations of the Issuer and Intuitive Machines, LLC, and in exchange the Issuer issued the Class A Common Stock and Series A and Series B warrants reported herein to Ghaffarian Enterprises, LLC. The warrants are exercisable for, at the holder's election, (i) shares of Class A Common Stock, (ii) shares Class C Common Stock and an equal number of Common Units of Intuitive Machines, LLC, or (iii) a combination of Class A shares and Class C shares and Common Units. The warrants are immediately exercisable.

F1 · derivative.underlying: On January 29, 2024, Ghaffarian Enterprises, LLC contributed $10.0 million to the Issuer for the purposes of satisfying certain repayment obligations of the Issuer and Intuitive Machines, LLC, and in exchange the Issuer issued the Class A Common Stock and Series A and Series B warrants reported herein to Ghaffarian Enterprises, LLC. The warrants are exercisable for, at the holder's election, (i) shares of Class A Common Stock, (ii) shares Class C Common Stock and an equal number of Common Units of Intuitive Machines, LLC, or (iii) a combination of Class A shares and Class C shares and Common Units. The warrants are immediately exercisable.

F2 · ownership.nature: The securities reported herein as indirectly owned are held by Ghaffarian Enterprises, LLC.

F3 · ownership.nature: 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.

Read SEC document
January 29, 2024 Filed Jan 31, 2024 21:05 UTC
Ghaffarian Kamal SeyedDirector · 10% owner
GrantClass A Common Stock 3,487,278 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-008426 · ownership.xml · nonDerivative · entry 1

Ghaffarian Kamal Seyed · CIK 0001963529 · Director · 10% owner

Ghaffarian Enterprises, LLC · CIK 0001965259 · 10% owner

GM Enterprises, LLC · CIK 0001965320 · 10% owner

Intuitive Machines KG Parent, LLC · CIK 0001965283 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 3,551,606

F1 · price: On January 29, 2024, Ghaffarian Enterprises, LLC contributed $10.0 million to the Issuer for the purposes of satisfying certain repayment obligations of the Issuer and Intuitive Machines, LLC, and in exchange the Issuer issued the Class A Common Stock and Series A and Series B warrants reported herein to Ghaffarian Enterprises, LLC. The warrants are exercisable for, at the holder's election, (i) shares of Class A Common Stock, (ii) shares Class C Common Stock and an equal number of Common Units of Intuitive Machines, LLC, or (iii) a combination of Class A shares and Class C shares and Common Units. The warrants are immediately exercisable.

F2 · ownership.nature: The securities reported herein as indirectly owned are held by Ghaffarian Enterprises, LLC.

F3 · ownership.nature: 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.

Read SEC document
November 15, 2023 Filed Nov 17, 2023 22:44 UTC
Vontur StevenCorporate Controller
GrantClass A Common Stock 20,000 $0.00 $0.00
Disclosure

SEC source: 0001213900-23-088403 · ownership.xml · nonDerivative · entry 1

Vontur Steven · CIK 0001964266 · Corporate Controller

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 54,500

F1 · shares: Represents an award of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest annually in four equal installments beginning on October 26, 2024. The RSUs do not expire.

Read SEC document
November 15, 2023 Filed Nov 17, 2023 22:44 UTC
Ghaffarian Kamal SeyedDirector · Executive Chairman · 10% owner
GrantClass A Common Stock 67,434 $0.00 $0.00
Disclosure

SEC source: 0001213900-23-088402 · ownership.xml · nonDerivative · entry 1

Ghaffarian Kamal Seyed · CIK 0001963529 · Director · Executive Chairman · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 67,434

F1 · shares: Represents an award of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest in full on the earlier to occur of the first anniversary of the grant date and the date of the next annual meeting following the grant date. The RSUs do not expire.

Read SEC document
September 06, 2023 Filed Sep 7, 2023 21:50 UTC
Ghaffarian Kamal SeyedDirector · Executive Chairman · 10% owner
GrantClass A Common Stock 64,328 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-23-075096 · ownership.xml · nonDerivative · entry 2

Ghaffarian Kamal Seyed · CIK 0001963529 · Director · Executive Chairman · 10% owner

Ghaffarian Enterprises, LLC · CIK 0001965259 · 10% owner

GM Enterprises, LLC · CIK 0001965320 · 10% owner

Intuitive Machines KG Parent, LLC · CIK 0001965283 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 43,890,180

F5 · kind: Represents shares of Class A Common Stock acquired at a price per share of $9.51 pursuant to the Issuer Subscription Agreement. The acquisition of the shares of Class A Common Stock pursuant to the Issuer Subscription Agreements was completed in connection with a tax distribution by the Issuer to the Reporting Persons to satisfy the Reporting Persons' tax liabilities pursuant to that certain Second Amended and Restated Limited Liability Company Agreement of OpCo.

F1 · price: Represents shares of Class C Common Stock acquired at par value pursuant to a subscription agreement, dated as of September 6, 2023, by and between Ghaffarian Enterprises, LLC ("GE LLC") and the Issuer (the "Issuer Subscription Agreement"). Concurrently with the acquisition of the shares of Class C Common Stock, GE LLC acquired 268,824 common units ("Common Units") of Intuitive Machines, LLC ("OpCo") at a subscription price of $9.51 per common unit pursuant to a subscription agreement, dated as of September 6, 2023, by and between GE LLC and the Issuer (together with the Issuer Subscription Agreement, the "Subscription Agreements"). The acquisition of the shares of Class C Common Stock and Common Units pursuant to the Subscription Agreements was completed in connection with a tax distribution by the Issuer to the Reporting Persons to satisfy the Reporting Persons' tax liabilities pursuant to that certain Second Amended and Restated Limited Liability Company Agreement of OpCo.

F3 · ownership.nature: Following the transactions reported herein, represents (i) 2,026,015 Common Units and shares of Class C Common Stock held of record by GM Enterprises, LLC, (ii) 1,393,824 Common Units and shares of Class C Common Stock held of record by Intuitive Machines KG Parent, LLC and (iii) (x) 40,406,013 Common Units and shares of Class C Common Stock and (y) 64,328 shares of Class A Common Stock held of record by GE LLC.

F4 · ownership.nature: Kamal Ghaffarian is the sole trustee of a revocable trust, which is the sole member of each of GE 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.

Read SEC document
September 06, 2023 Filed Sep 7, 2023 21:50 UTC
Ghaffarian Kamal SeyedDirector · Executive Chairman · 10% owner
GrantClass C Common Stock 268,824 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-23-075096 · ownership.xml · nonDerivative · entry 1

Ghaffarian Kamal Seyed · CIK 0001963529 · Director · Executive Chairman · 10% owner

Ghaffarian Enterprises, LLC · CIK 0001965259 · 10% owner

GM Enterprises, LLC · CIK 0001965320 · 10% owner

Intuitive Machines KG Parent, LLC · CIK 0001965283 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 43,825,852

F1 · kind: Represents shares of Class C Common Stock acquired at par value pursuant to a subscription agreement, dated as of September 6, 2023, by and between Ghaffarian Enterprises, LLC ("GE LLC") and the Issuer (the "Issuer Subscription Agreement"). Concurrently with the acquisition of the shares of Class C Common Stock, GE LLC acquired 268,824 common units ("Common Units") of Intuitive Machines, LLC ("OpCo") at a subscription price of $9.51 per common unit pursuant to a subscription agreement, dated as of September 6, 2023, by and between GE LLC and the Issuer (together with the Issuer Subscription Agreement, the "Subscription Agreements"). The acquisition of the shares of Class C Common Stock and Common Units pursuant to the Subscription Agreements was completed in connection with a tax distribution by the Issuer to the Reporting Persons to satisfy the Reporting Persons' tax liabilities pursuant to that certain Second Amended and Restated Limited Liability Company Agreement of OpCo.

F2 · shares: 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.

F1 · price: Represents shares of Class C Common Stock acquired at par value pursuant to a subscription agreement, dated as of September 6, 2023, by and between Ghaffarian Enterprises, LLC ("GE LLC") and the Issuer (the "Issuer Subscription Agreement"). Concurrently with the acquisition of the shares of Class C Common Stock, GE LLC acquired 268,824 common units ("Common Units") of Intuitive Machines, LLC ("OpCo") at a subscription price of $9.51 per common unit pursuant to a subscription agreement, dated as of September 6, 2023, by and between GE LLC and the Issuer (together with the Issuer Subscription Agreement, the "Subscription Agreements"). The acquisition of the shares of Class C Common Stock and Common Units pursuant to the Subscription Agreements was completed in connection with a tax distribution by the Issuer to the Reporting Persons to satisfy the Reporting Persons' tax liabilities pursuant to that certain Second Amended and Restated Limited Liability Company Agreement of OpCo.

F3 · ownership.nature: Following the transactions reported herein, represents (i) 2,026,015 Common Units and shares of Class C Common Stock held of record by GM Enterprises, LLC, (ii) 1,393,824 Common Units and shares of Class C Common Stock held of record by Intuitive Machines KG Parent, LLC and (iii) (x) 40,406,013 Common Units and shares of Class C Common Stock and (y) 64,328 shares of Class A Common Stock held of record by GE LLC.

F4 · ownership.nature: Kamal Ghaffarian is the sole trustee of a revocable trust, which is the sole member of each of GE 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.

Read SEC document
August 24, 2023 Filed Aug 28, 2023 23:00 UTC
Vontur StevenCorporate Controller
GrantClass A Common Stock 30,000 $0.00 $0.00
Disclosure

SEC source: 0001213900-23-071336 · ownership.xml · nonDerivative · entry 1

Vontur Steven · CIK 0001964266 · Corporate Controller

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 34,500

F1 · shares: Represents an award of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest quarterly in four equal installments beginning on August 24, 2024. The RSUs do not expire.

Read SEC document
August 14, 2023 Filed Aug 16, 2023 20:05 UTC
BLITZER MICHAELDirector · 10% owner
OtherWarrants to purchase Class A common Stock · Derivative 437,500 Not disclosed Strike: $15.00 Not disclosed
Disclosure

SEC source: 0001213900-23-068196 · ownership.xml · derivative · entry 6

BLITZER MICHAEL · CIK 0001458423 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Fund

Disclosed balance after: 0

Underlying: Class A Common Stock, par value $0.0001 per share · 437,500 shares

Expires 2028-02-13

F9 · derivative.exercise_price: The fund that holds the reported securities 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 Warrant"), 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. Currently, the 21,000 shares of Series A Stock are convertible into 1,801,301 shares of Class A common stock. The Series A Stock has no expiration date.

F3 · kind: KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities.

F4 · kind: The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. Information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, KCP, Mr. Shanon or the funds managed or controlled by any of them. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP.

F3 · shares: KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities.

F4 · shares: The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. Information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, KCP, Mr. Shanon or the funds managed or controlled by any of them. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP.

F3 · price: KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities.

F4 · price: The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. Information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, KCP, Mr. Shanon or the funds managed or controlled by any of them. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP.

F9 · price: The fund that holds the reported securities 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 Warrant"), 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. Currently, the 21,000 shares of Series A Stock are convertible into 1,801,301 shares of Class A common stock. The Series A Stock has no expiration date.

F11 · price: Pursuant to the terms of the Preferred Investor Warrant, the fund that holds the reported securities has opted for a 4.99% beneficial ownership blocker, pursuant to which it may not exercise its Preferred Investor Warrant for shares of Class A common stock to the extent that, upon giving effect to such exercise, such fund (together with its affiliates and any persons acting as a group together with it or its affiliates) would beneficially own greater than 4.99% of the Issuer's Class A common stock as calculated in accordance with Rule 13d-3 under the Exchange Act.

F3 · derivative.underlying_shares: KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities.

F4 · derivative.underlying_shares: The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. Information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, KCP, Mr. Shanon or the funds managed or controlled by any of them. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP.

F9 · derivative.underlying_shares: The fund that holds the reported securities 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 Warrant"), 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. Currently, the 21,000 shares of Series A Stock are convertible into 1,801,301 shares of Class A common stock. The Series A Stock has no expiration date.

F11 · derivative.underlying_shares: Pursuant to the terms of the Preferred Investor Warrant, the fund that holds the reported securities has opted for a 4.99% beneficial ownership blocker, pursuant to which it may not exercise its Preferred Investor Warrant for shares of Class A common stock to the extent that, upon giving effect to such exercise, such fund (together with its affiliates and any persons acting as a group together with it or its affiliates) would beneficially own greater than 4.99% of the Issuer's Class A common stock as calculated in accordance with Rule 13d-3 under the Exchange Act.

F3 · balance_after: KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities.

F4 · balance_after: The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. Information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, KCP, Mr. Shanon or the funds managed or controlled by any of them. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP.

F3 · ownership.nature: KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities.

F4 · ownership.nature: The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. Information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, KCP, Mr. Shanon or the funds managed or controlled by any of them. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP.

F5 · ownership.nature: To the extent required, the other persons and entities described herein are filing separate Form 4s in connection with the changes in beneficial ownership described herein. Each of KMGP, KCM, KCP, Mr. Blitzer and Mr. Shanon disclaim any beneficial ownership of the reported securities other than to the extent of any pecuniary interest it or he, as applicable, may have therein, directly or indirectly.

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August 14, 2023 Filed Aug 16, 2023 20:05 UTC
BLITZER MICHAELDirector · 10% owner
OtherSeries A Preferred Stock, par value $0.0001 per share · Derivative 21,000 Not disclosed Strike: $12.00 Not disclosed
Disclosure

SEC source: 0001213900-23-068196 · ownership.xml · derivative · entry 5

BLITZER MICHAEL · CIK 0001458423 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Fund

Disclosed balance after: 0

Underlying: Class A Common Stock, par value $0.0001 per share · 1,801,301 shares

Expires not disclosed

F9 · derivative.exercise_price: The fund that holds the reported securities 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 Warrant"), 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. Currently, the 21,000 shares of Series A Stock are convertible into 1,801,301 shares of Class A common stock. The Series A Stock has no expiration date.

F3 · kind: KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities.

F4 · kind: The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. Information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, KCP, Mr. Shanon or the funds managed or controlled by any of them. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP.

F3 · shares: KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities.

F4 · shares: The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. Information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, KCP, Mr. Shanon or the funds managed or controlled by any of them. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP.

F3 · price: KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities.

F4 · price: The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. Information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, KCP, Mr. Shanon or the funds managed or controlled by any of them. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP.

F9 · price: The fund that holds the reported securities 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 Warrant"), 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. Currently, the 21,000 shares of Series A Stock are convertible into 1,801,301 shares of Class A common stock. The Series A Stock has no expiration date.

F10 · price: Pursuant to the Certificate of Designation, the fund that holds the reported securities has opted for a 4.99% 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, such fund (together with its affiliates and any persons acting as a group together with it or its affiliates) would beneficially own greater than 4.99% of the Issuer's Class A common stock as calculated in accordance with Rule 13d-3 under the Exchange Act.

F9 · derivative.exercise_date: The fund that holds the reported securities 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 Warrant"), 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. Currently, the 21,000 shares of Series A Stock are convertible into 1,801,301 shares of Class A common stock. The Series A Stock has no expiration date.

F9 · derivative.expiration_date: The fund that holds the reported securities 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 Warrant"), 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. Currently, the 21,000 shares of Series A Stock are convertible into 1,801,301 shares of Class A common stock. The Series A Stock has no expiration date.

F3 · derivative.underlying_shares: KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities.

F4 · derivative.underlying_shares: The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. Information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, KCP, Mr. Shanon or the funds managed or controlled by any of them. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP.

F9 · derivative.underlying_shares: The fund that holds the reported securities 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 Warrant"), 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. Currently, the 21,000 shares of Series A Stock are convertible into 1,801,301 shares of Class A common stock. The Series A Stock has no expiration date.

F10 · derivative.underlying_shares: Pursuant to the Certificate of Designation, the fund that holds the reported securities has opted for a 4.99% 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, such fund (together with its affiliates and any persons acting as a group together with it or its affiliates) would beneficially own greater than 4.99% of the Issuer's Class A common stock as calculated in accordance with Rule 13d-3 under the Exchange Act.

F3 · balance_after: KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities.

F4 · balance_after: The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. Information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, KCP, Mr. Shanon or the funds managed or controlled by any of them. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP.

F3 · ownership.nature: KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities.

F4 · ownership.nature: The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. Information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, KCP, Mr. Shanon or the funds managed or controlled by any of them. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP.

F5 · ownership.nature: To the extent required, the other persons and entities described herein are filing separate Form 4s in connection with the changes in beneficial ownership described herein. Each of KMGP, KCM, KCP, Mr. Blitzer and Mr. Shanon disclaim any beneficial ownership of the reported securities other than to the extent of any pecuniary interest it or he, as applicable, may have therein, directly or indirectly.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.