UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment No. 3 )*
Intuitive
Machines, Inc.
(Name
of Issuer)
Class
A Common Stock
(Title
of Class of Securities)
46125A100
(CUSIP
Number)
Kamal
Seyed Ghaffarian
5937 Sunnyslope Drive
Naples,
FL 34119
(301) 486-3150
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 12, 2024
(Date
of Event Which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures
provided in a prior cover page. |
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 46125A100 |
|
13D |
|
Page
2 of 8 pages |
1 |
Names
of Reporting Persons
Kamal
Seyed Ghaffarian |
2 |
Check
the Appropriate Box if a Member of a Group |
(a) ☐
(b) ☐
|
3 |
SEC Use
Only
|
4 |
Source
of Funds (See Instructions)
OO |
5 |
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
6 |
Citizenship
or Place of Organization
United
States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7 |
Sole
Voting Power
67,434 |
|
8 |
Shared
Voting Power
46,389,203 |
|
9 |
Sole
Dispositive Power
67,434 |
|
10 |
Shared
Dispositive Power
46,389,203 |
11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
46,456,637 |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
13 |
Percent
of Class Represented by Amount in Row (11)
43.9% |
14 |
Type
of Reporting Person
IN |
CUSIP
No. 46125A100 |
|
13D |
|
Page
3 of 8 pages |
1 |
Names
of Reporting Persons
Ghaffarian
Enterprises, LLC |
2 |
Check
the Appropriate Box if a Member of a Group |
(a) ☐
(b) ☐
|
3 |
SEC Use
Only
|
4 |
Source
of Funds (See Instructions)
OO |
5 |
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
6 |
Citizenship
or Place of Organization
Maryland |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7 |
Sole
Voting Power
0 |
|
8 |
Shared
Voting Power
42,606,274 |
|
9 |
Sole
Dispositive Power
0 |
|
10 |
Shared
Dispositive Power
42,606,274 |
11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
42,606,274 |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
13 |
Percent
of Class Represented by Amount in Row (11)
41.8% |
14 |
Type
of Reporting Person
OO |
CUSIP
No. 46125A100 |
|
13D |
|
Page
4 of 8 pages |
1 |
Names
of Reporting Persons
Intuitive
Machines KG Parent, LLC |
2 |
Check
the Appropriate Box if a Member of a Group |
(a) ☐
(b) ☐
|
3 |
SEC Use
Only
|
4 |
Source
of Funds (See Instructions)
OO |
5 |
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
6 |
Citizenship
or Place of Organization
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7 |
Sole
Voting Power
0 |
|
8 |
Shared
Voting Power
1,541,809 |
|
9 |
Sole
Dispositive Power
0 |
|
10 |
Shared
Dispositive Power
1,541,809 |
11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,541,809 |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
13 |
Percent
of Class Represented by Amount in Row (11)
2.4% |
14 |
Type
of Reporting Person
OO |
CUSIP
No. 46125A100 |
|
13D |
|
Page
5 of 8 pages |
1 |
Names
of Reporting Persons
GM
Enterprises, LLC |
2 |
Check
the Appropriate Box if a Member of a Group |
(a) ☐
(b) ☐
|
3 |
SEC Use
Only
|
4 |
Source
of Funds (See Instructions)
OO |
5 |
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
6 |
Citizenship
or Place of Organization
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7 |
Sole
Voting Power
0 |
|
8 |
Shared
Voting Power
2,241,120 |
|
9 |
Sole
Dispositive Power
0 |
|
10 |
Shared
Dispositive Power
2,241,120 |
11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,241,120 |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
13 |
Percent
of Class Represented by Amount in Row (11)
3.4% |
14 |
Type
of Reporting Person
OO |
CUSIP
No. 46125A100 |
|
13D |
|
Page
6 of 8 pages |
Explanatory Note
This Amendment No. 3 to Schedule 13D (this “Amendment
No. 3”) amends and supplements the statement on Schedule 13D filed with the United States Securities and Exchange Commission on
February 8, 2024 (as amended to date, the “Schedule 13D”), relating to the Class A common stock, par value $0.0001 per share
(the “Class A Common Stock”), of Intuitive Machines, Inc., a Delaware corporation (the “Issuer”). Capitalized
terms used herein without definition shall have the meaning set forth in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated in its entirety
with the following:
(a)– (b)
The following sets forth, as of the date of this
Schedule 13D, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each
of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power
to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared
power to dispose or to direct the disposition of, as of the date hereof, based on 62,923,974 shares of Class A Common Stock outstanding
as of August 7, 2024, as disclosed in the Issuer’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission
on August 13, 2024.
Reporting Person | |
Amount beneficially owned | | |
Percent of class: | | |
Sole power
to vote or
to direct
the vote: | | |
Shared power
to vote or
to direct
the vote: | | |
Sole
power
to dispose or
to direct the
disposition of: | | |
Shared power
to dispose or to direct the
disposition of: | |
Kamal Seyed Ghaffarian | |
| 46,456,637 | | |
| 43.9 | % | |
| 67,434 | | |
| 46,389,203 | | |
| 67,434 | | |
| 46,389,203 | |
Ghaffarian Enterprises, LLC | |
| 42,606,274 | | |
| 41.8 | % | |
| 0 | | |
| 42,606,274 | | |
| 0 | | |
| 42,606,274 | |
Intuitive Machines KG Parent, LLC | |
| 1,541,809 | | |
| 2.4 | % | |
| 0 | | |
| 1,541,809 | | |
| 0 | | |
| 1,541,809 | |
GM Enterprises, LLC | |
| 2,241,120 | | |
| 3.4 | % | |
| 0 | | |
| 2,241,120 | | |
| 0 | | |
| 2,241,120 | |
The securities reported herein include (i) 42,894,435
Common Units, which may be redeemed for shares of Class A Common Stock on a one-to-one basis, of which 39,111,506 Common Units are held
by Ghaffarian Enterprises, LLC, 1,541,809 Common Units are held by Intuitive Machines KG Parent, LLC and 2,241,120 Common Units are held
by GM Enterprises, LLC; (ii) 3,494,768 shares of Class A Common Stock held directly by Ghaffarian Enterprises, LLC; and (iii) 67,434 shares
of Class A Common Stock held directly by Dr. Ghaffarian.
CUSIP
No. 46125A100 |
|
13D |
|
Page
7 of 8 pages |
The amount of Common Units reported above includes
4,624,529 Earn Out Units which vest dependent upon the satisfaction of the certain milestones as previously described in the Schedule
13D.
Dr. Ghaffarian is the sole trustee of a revocable
trust, which is the sole member of Ghaffarian Enterprises, LLC and the sole managing member of Intuitive Machines KG Parent, LLC, and
GM Enterprises, LLC. As a result, Dr. Ghaffarian may be deemed to share beneficial ownership of the securities reported herein, but disclaims
beneficial ownership.
(c)
During the past 60 days, Ghaffarian Enterprises, LLC sold 755,946 shares of Class A Common Stock in open market transactions on the Nasdaq
Stock Market pursuant to the Rule 10b5-1 trading plan adopted on March 22, 2024. Details by date, listing the number of shares sold and
the weighted average price per share for transactions that were effected during the past sixty days are provided below. The Reporting
Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of
the Issuer, full information regarding the number of shares sold at each separate price for this transaction.
Date | |
Equity Shares Disposed Of | | |
Weighted Average Price per Share | |
August 20, 2024 | |
| 148,290 | | |
$ | 6.0345 | |
August 30, 2024 | |
| 1,200 | | |
$ | 6.00 | |
September 12, 2024 | |
| 570,705 | | |
$ | 6.0793 | |
September 13, 2024 | |
| 35,751 | | |
$ | 6.28 | |
In connection with each of the foregoing sales,
Ghaffarian Enterprises, LLC redeemed a number of Common Units equal to the number of shares of Class A Common Stock sold. In addition,
on September 12, 2024, Ghaffarian Enterprises, LLC transferred 56,838 shares of Class A Common Stock at a price of $5.63 per share in
a privately negotiated transaction.
(d) None.
(e)
Not applicable.
CUSIP
No. 46125A100 |
|
13D |
|
Page
8 of 8 pages |
SIGNATURES
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: September 16, 2024
|
Kamal Seyed Ghaffarian |
|
|
|
|
/s/ Kamal Seyed Ghaffarian |
|
|
|
|
Ghaffarian Enterprises, LLC |
|
|
|
|
By: |
/s/ Kamal Seyed Ghaffarian |
|
Name: |
Kamal Seyed Ghaffarian |
|
Title: |
Trustee of the Sole Member |
|
Intuitive Machines KG Parent, LLC |
|
|
|
|
By: |
/s/ Kamal Seyed Ghaffarian |
|
Name: |
Kamal Seyed Ghaffarian |
|
Title: |
Trustee of the Sole Managing Member |
|
GM Enterprises, LLC |
|
|
|
|
By: |
/s/ Kamal Seyed Ghaffarian |
|
Name: |
Kamal Seyed Ghaffarian |
|
Title: |
Trustee of the Sole Managing Member |
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