4//SEC Filing
KINGSTOWN CAPITAL PARTNERS, LLC 4
Accession 0001213900-23-011749
CIK 0001844452other
Filed
Feb 13, 7:00 PM ET
Accepted
Feb 14, 8:35 PM ET
Size
28.6 KB
Accession
0001213900-23-011749
Insider Transaction Report
Form 4
Kingstown 1740 Fund L.P.
DirectorOther
Transactions
- Purchase
Warrants to purchase Class A Common Stock
2023-02-13+1,450,000→ 1,450,000 total(indirect: By Kingstown 1740 Fund L.P.)Exercise: $11.50From: 2023-03-15Exp: 2028-02-13→ Class A Common Stock, par value $0.0001 per share (1,450,000 underlying) - Award
Series A Preferred Stock, par value $0.0001 per share
2023-02-13+21,000→ 3,200,000 total(indirect: By Kingstown 1740 Fund L.P.)Exercise: $12.00→ Class A Common Stock, par value $0.0001 per share (1,750,000 underlying) - Award
Warrants to purchase Class A common Stock
2023-02-13+437,500→ 3,637,500 total(indirect: By Kingstown 1740 Fund L.P.)Exercise: $15.00From: 2023-02-13Exp: 2028-02-13→ Class A Common Stock, par value $0.0001 per share (437,500 underlying)
Holdings
- 2,900,000(indirect: By Kingstown 1740 Fund L.P.)
Class A Common Stock
KINGSTOWN CAPITAL PARTNERS, LLC
DirectorOther
Transactions
- Purchase
Warrants to purchase Class A Common Stock
2023-02-13+1,450,000→ 1,450,000 total(indirect: By Kingstown 1740 Fund L.P.)Exercise: $11.50From: 2023-03-15Exp: 2028-02-13→ Class A Common Stock, par value $0.0001 per share (1,450,000 underlying) - Award
Series A Preferred Stock, par value $0.0001 per share
2023-02-13+21,000→ 3,200,000 total(indirect: By Kingstown 1740 Fund L.P.)Exercise: $12.00→ Class A Common Stock, par value $0.0001 per share (1,750,000 underlying) - Award
Warrants to purchase Class A common Stock
2023-02-13+437,500→ 3,637,500 total(indirect: By Kingstown 1740 Fund L.P.)Exercise: $15.00From: 2023-02-13Exp: 2028-02-13→ Class A Common Stock, par value $0.0001 per share (437,500 underlying)
Holdings
- 2,900,000(indirect: By Kingstown 1740 Fund L.P.)
Class A Common Stock
Footnotes (7)
- [F1]Kingstown 1740 Fund, L.P. ("Kingstown 1740") is the holder of the securities reported herein. Kingstown Capital Management, L.P. ("KCM") is the investment manager of Kingstown 1740 and shares voting and investment discretion with respect to the securities held by Kingstown 1740. Kingstown Management GP LLC ("KMGP") is the general partner of KCM and shares voting and investment discretion with respect to the ordinary shares held of record by Kingstown 1740. Kingstown Capital Partners LLC ("KCP") is the general partner of Kingstown 1740. Michael Blitzer and Guy Shanon are the Managing Members of KMGP and share voting and investment discretion with respect to the ordinary shares held of record by Kingstown 1740. KCM, KMGP, Michael Blitzer and Guy Shanon have filed a separate Form 4 in connection with the transactions described herein.
- [F2]The Warrants are reported as acquired for purposes of Section 16 of the Exchange Act concurrent with the Closing, because, pursuant to their terms, their exercise was not within the control of the Reporting Persons until the Closing. 1,450,000 Warrants were initially acquired in the form of 2,900,000 units in the Issuer's initial public offering, each unit consisting of one Class A ordinary share and one-half of one redeemable warrant, for $10.00 per unit.
- [F3]Upon the Closing of the Business Combination, Kingstown 1740 purchased (i) 21,000 shares of 10% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share of the Issuer (the "Series A Stock") and (ii) a warrant to purchase 437,500 shares of Class A common stock at an initial exercise price of $15.00 per share (the "Preferred Investor Warrants"), subject to adjustment, at an aggregate purchase price of $21,000,000. Each share of Series A Stock is convertible into a number of shares of Class A common stock, which is determined by dividing the Accrued Value (as defined in the Certificate of Designation for the Series A Stock (the "Certificate of Designation")) by the conversion price of $12.00 per share, subject to adjustment as set forth in the Certificate of Designation. Initially, the 21,000 shares of Series A Stock are convertible into 1,750,000 shares of Class A common stock. The Series A Stock has no expiration date.
- [F4]The exercise price of the Preferred Investor Warrants, and the number shares of Class A common stock issuable upon exercise of the Preferred Investor Warrants is subject to adjustment as described under the heading "Description of New Intuitive Machines' Securities" in the Issuer's registration statement on Form S-4 (File No. 333-267846).
- [F5]Pursuant to the Certificate of Designation, Kingstown 1740 has opted for a 9.99% beneficial ownership blocker, pursuant to which it may not convert its shares of Series A Preferred Stock into shares of Class A common stock to the extent that, upon giving effect to such conversion, Kingstown 1740 (together with its affiliates and any persons acting as a group together with Kingstown 1740 or its affiliates) would beneficially own greater than 9.99% of the Issuer's Class A common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
- [F6]Pursuant to the terms of the Preferred Investor Warrants, Kingstown 1740 has opted for a 9.99% beneficial ownership blocker, pursuant to which it may not exercise its Preferred Investor Warrants for shares of Class A common stock to the extent that, upon giving effect to such exercise, Kingstown 1740 (together with its affiliates and any persons acting as a group together with Kingstown 1740 or its affiliates) would beneficially own greater than 9.99% of the Issuer's Class A common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
- [F7]Each of KCM, KMGP, KCP, Michael Blitzer and Guy Shanon disclaims any beneficial ownership of the securities held by Kingstown 1740 other than to the extent of any pecuniary interest it or he, as applicable, may have therein, directly or indirectly.
Issuer
Intuitive Machines, Inc.
CIK 0001844452
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001418673
Filing Metadata
- Form type
- 4
- Filed
- Feb 13, 7:00 PM ET
- Accepted
- Feb 14, 8:35 PM ET
- Size
- 28.6 KB