4//SEC Filing
SHANON GUY 4
Accession 0001213900-23-068192
CIK 0001844452other
Filed
Aug 15, 8:00 PM ET
Accepted
Aug 16, 4:05 PM ET
Size
15.0 KB
Accession
0001213900-23-068192
Insider Transaction Report
Form 4
SHANON GUY
DirectorCo-Chief Executive Officer10% Owner
Transactions
- Other
Class A Common Stock
2023-08-14−8,243,750→ 0 total(indirect: By LLC)
Holdings
- 2,538,125
Warrants to purchase Class A Common Stock
Exercise: $11.50From: 2023-03-15Exp: 2028-02-13→ Class A Common Stock, par value $0.0001 per share (2,538,125 underlying) - 1,585,904(indirect: By fund)
Class A Common Stock
- 1,662,673
Class A Common Stock
- 3,218,750(indirect: By fund)
Warrants to purchase Class A Common Stock
Exercise: $11.50From: 2023-03-15Exp: 2028-02-13→ Class A Common Stock, par value $0.0001 per share (3,218,750 underlying)
Footnotes (10)
- [F1]On August 14, 2023, Inflection Point Holdings LLC (the "Sponsor") distributed an aggregate of 8,243,750 shares of Class A common stock of the Issuer to its members, in a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement.
- [F10]The reported holdings (which are reported herein on a voluntary basis) are excluded from the Reporting Person's beneficial ownership as calculated in accordance with Rule 13d-3 under the Exchange Act due to the effect of a warrant exercise blocker provision, but included in the Reporting Person's beneficial ownership as calculated in accordance with Rule 16a-1(a)(2) under the Exchange Act. Pursuant to the terms of the warrant agreement, the fund that holds the reported securities has opted for a 4.9% beneficial ownership blocker, pursuant to which it may not exercise its warrants for shares of Class A common stock to the extent that, upon giving effect to such exercise, the fund (together with its affiliates and any persons acting as a group together with the fund or its affiliates) would beneficially own greater than 4.9% 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.
- [F2]The Sponsor was the holder of such securities prior to their distribution. Kingstown Capital Management, L.P. ("KCM") is the manager of the Sponsor and shared voting and investment discretion with respect to the securities held by the Sponsor. Kingstown Management GP LLC ("KMGP") is the general partner of KCM and shared voting and investment discretion with respect to the securities held by the Sponsor. Guy Shanon is a Managing Member of KMGP and shared voting and investment discretion with respect to the securities formerly held by the Sponsor.
- [F3]Under Rule 16a-9 promulgated under the Exchange Act, as a pro rata distribution, and/or under Rule 16a-13 promulgated under the Exchange Act, as a change in form of beneficial ownership, the reported distribution by the Sponsor to its members and the receipt of securities by Mr. Shanon from the Sponsor, were exempt from Section 16 of the Exchange Act.
- [F4]Under Rule 16a-9 promulgated under the Exchange Act, as a pro rata distribution, and/or under Rule 16a-13 promulgated under the Exchange Act, as a change in form of beneficial ownership, the reported distribution by the Sponsor to its members and the receipt of securities by the fund that holds the reported securities from the Sponsor, were exempt from Section 16 of the Exchange Act.
- [F5]KCM is the investment manager of the fund that holds the reported securities and shares voting and investment discretion with respect to the reported securities. KMGP is the general partner of KCM and shares voting and investment discretion with respect to the reported securities. Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities and shares voting and investment discretion with respect to the reported securities. Mr. Shanon is a Managing Member of KMGP and KCP and shares voting and investment discretion with respect to the reported securities.
- [F6]To the extent required, the other persons and entities described herein are filing separate Form 4s in connection with the transactions described herein. Each of KMGP, KCM, KCP 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.
- [F7]Represents 2,538,125 warrants received from the Sponsor in a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement.
- [F8]The reported holdings (which are reported herein on a voluntary basis) are excluded from the Reporting Person's beneficial ownership as calculated in accordance with Rule 13d-3 under the Exchange Act due to the effect of a warrant exercise blocker provision, but included in the Reporting Person's beneficial ownership as calculated in accordance with Rule 16a-1(a)(2) under the Exchange Act. Pursuant to the terms of the warrant agreement, Mr. Shanon has opted for a 9.8% beneficial ownership blocker, pursuant to which he may not exercise his warrants for shares of Class A common stock to the extent that, upon giving effect to such exercise, he (together with his affiliates and any persons acting as a group together with him or his affiliates) would beneficially own greater than 9.8% 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.
- [F9]Represents (i) 1,450,000 warrants received upon separation of units purchased for $10.00 per unit in the Issuer's initial public offering and (ii) 1,768,750 warrants received from the Sponsor in a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement.
Documents
Issuer
Intuitive Machines, Inc.
CIK 0001844452
Entity typeother
Related Parties
1- filerCIK 0001458422
Filing Metadata
- Form type
- 4
- Filed
- Aug 15, 8:00 PM ET
- Accepted
- Aug 16, 4:05 PM ET
- Size
- 15.0 KB