SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Ghaffarian Kamal Seyed (Last) (First) (Middle) 5937 SUNNYSLOPE DRIVE (Street) NAPLES FL 34119 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/14/2023	3. Issuer Name and Ticker or Trading Symbol Intuitive Machines, Inc. [ LUNR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Executive Chairman	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class C Common Stock	42,015,518(1)	I	See footnotes(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Units	(4)	(4)	Class A Common Stock	48,181,559(5)	(4)	I	See footnote(2)(3)
Series A Preferred Stock	(6)	(6)	Class A Common Stock	416,667	(6)	I	See footnote(3)(7)
Warrants	02/13/2023(8)	02/13/2028	Class A Common Stock	104,167	$15	I	See footnote(3)(7)

1. Name and Address of Reporting Person* Ghaffarian Kamal Seyed (Last) (First) (Middle) 5937 SUNNYSLOPE DRIVE (Street) NAPLES FL 34119 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Executive Chairman

1. Name and Address of Reporting Person* Ghaffarian Enterprises, LLC (Last) (First) (Middle) 801 THOMPSON AVENUE (Street) ROCKVILLE, MD 20852 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GM Enterprises, LLC (Last) (First) (Middle) 801 THOMPSON AVENUE (Street) ROCKVILLE, MD 20852 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Intuitive Machines KG Parent, LLC (Last) (First) (Middle) 801 THOMPSON AVENUE (Street) ROCKVILLE, MD 20852 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Upon the redemption of any Common Units, a number of shares of Class C Common Stock equal to the number of Common Units that are redeemed will automatically be cancelled for no consideration.

2. Represents (i) 1,954,313 Common Units and shares of Class C Common Stock held of record by GM Enterprises, LLC, (ii) 1,344,496 Common Units and shares of Class C Common Stock held of record by Intuitive Machines KG Parent, LLC and (iii) 38,716,709 Common Units and shares of Class C Common Stock held of record by Ghaffarian Enterprises, LLC.

3. Kamal Ghaffarian is the sole trustee of a revocable trust, which is the sole member of each of Ghaffarian Enterprises, LLC, GM Enterprises, LLC and Intuitive Machines KG Parent, LLC. As a result, Dr. Ghaffarian may be deemed to share beneficial ownership of the securities reported herein, but disclaims beneficial ownership except to the extent of his pecuniary interest therein.

4. Includes (i) 286,808 earn out units held of record by GM Enterprises, LLC, (ii) 197,313 earn out units held of record by Intuitive Machines KG Parent, LLC and (iii) 5,681,920 earn out units held of record by Ghaffarian Enterprises, LLC, each of which is subject to forfeiture provisions described in that certain Business Combination Agreement, dated September 16, 2022, by and between Inflection Point Acquisition Corp. and Intuitive Machines, LLC.

5. The Common Units of Intuitive Machines, LLC may be redeemed for shares of the Issuer's Class A Common Stock on a one-to-one basis at the discretion of the holder. The Common Units do not expire.

6. The Series A Preferred Stock may be converted at the holder's option into shares of the Issuer's Class A Common Stock on a 1-to-83.3333 basis and only to the extent that doing so would not result in the holder becoming the beneficial owner of more than 9.99% of the then-outstanding Class A Common Stock, in accordance with the terms of the Certificate of Designation governing the Series A Preferred Stock.

7. Securities held of record by Ghaffarian Enterprises, LLC.

8. The holder of the Warrants may exercise such Warrants only to the extent that doing so would not result in the holder becoming the beneficial owner of more than 9.99% of the then-outstanding Class A Common Stock, in accordance with the terms of the Class A Common Stock Purchase Warrant.

Remarks:

Exhibit 24 - Power of Attorney.

	Kamal Ghaffarian, By: /s/ Steven Vontur, Attorney-in-Fact	02/14/2023
	Ghaffarian Enterprises, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Steven Vontur, Attorney-in-Fact	02/14/2023
	GM Enterprises, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Steven Vontur, Attorney-in-Fact	02/14/2023
	Intuitive Machines KG Parent, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Steven Vontur, Attorney-in-Fact	02/14/2023
	** Signature of Reporting Person	Date
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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.