Ghaffarian Updates Intuitive Machines Stake Filing

TL;DR

Kamal Ghaffarian filed an amendment to his 13D for Intuitive Machines, Inc. on June 10, 2024.

AI Summary

Kamal Seyed Ghaffarian, through Ghaffarian Enterprises, LLC and GM Enterprises, LLC, has amended their Schedule 13D filing for Intuitive Machines, Inc. as of June 10, 2024. The filing indicates a change in beneficial ownership, though specific share counts and dollar amounts are not detailed in this excerpt. This amendment updates the previous filing concerning their stake in the company.

Why It Matters

Changes in beneficial ownership filings like this can signal shifts in major shareholder intentions, potentially impacting stock price and corporate strategy.

Risk Assessment

Risk Level: medium — Amendments to 13D filings can indicate changes in a significant shareholder's position or strategy, which may affect the stock.

Key Players & Entities

• Kamal Seyed Ghaffarian (person) — Filing person and beneficial owner
• Ghaffarian Enterprises, LLC (company) — Group member and filing entity
• GM Enterprises, LLC (company) — Group member and filing entity
• Intuitive Machines, Inc. (company) — Subject company
• June 10, 2024 (date) — Date of event requiring filing

FAQ

Key Financial Figures

• $0.0001 — to the Class A common stock, par value $0.0001 per share (the “Class A Common St
• $4.00 — s of Class A Common Stock at a price of $4.00 per share in an open market transaction

Filing Documents

• ea0207702-13da2ghaff_intuit.htm (SC 13D/A) — 106KB
• 0001213900-24-051868.txt ( ) — 108KB

of the Schedule 13D is hereby amended and supplemented with

Item 4 of the Schedule 13D is hereby amended and supplemented with the following: June 2024 Stock Sales On June 10, 2024, Ghaffarian Enterprises, LLC exchanged 4,800,000 Common Units for an equal number of shares Class A Common Stock (the “Exchange”). In connection with the Exchange, 4,800,000 shares of Class C Common Stock held by Ghaffarian Enterprises, LLC were canceled by the Issuer for no consideration. Following the Exchange on June 10, 2024, Ghaffarian Enterprises, LLC sold 4,800,000 shares of Class A Common Stock at a price of $4.00 per share in an open market transaction on the Nasdaq Stock Market pursuant to Rule 144 (the “June 2024 Stock Sale”). Following the June 2024 Stock Sale, Dr. Ghaffarian continues to be the largest shareholder of the Issuer. Dr. Ghaffarian, individually and through the other Reporting Persons that he controls, may be deemed to beneficially own an aggregate of 47,269,423 shares of Class A Common Stock, which includes 39,025,852 shares of Class C Common Stock, 3,619,040 shares of Class A and 5,000 shares of Series A Preferred Stock, thereby holding 45.3% of the voting power of the Issuer and representing 46% of the Class A Common Stock of the Issuer as calculated in accordance with Rule 13d-3. The June 2024 Stock Sale was effected by Dr. Ghaffarian solely in order to provide funds for other investments and does not reflect any views regarding the value or prospects of the Issuer. Dr. Ghaffarian is fully committed to leading the Issuer to continued success as its Chairman and largest shareholder. CUSIP No. 46125A100 13D Page 6 of 7 pages Item 5. Interest in Securities of the Issuer.

(a) – (c) of the Schedule 13D is hereby amended and supplemented

Item 5(a) – (c) of the Schedule 13D is hereby amended and supplemented 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 53,723,453 shares of Class A Common Stock outstanding as of May 8, 2024, as disclosed in the Issuer’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on May 14, 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 47,269,423 48.5 % 67,434 47,201,989 67,434 47,201,989 Ghaffarian Enterprises, LLC 43,419,059 46.4 % 0 43,419,059 0 43,419,059 Intuitive Machines KG Parent, LLC 1,541,809 2.8 % 0 1,541,809 0 1,541,809 GM Enterprises, LLC 2,241,121 4.0 % 0 2,241,121 0 2,241,121 The securities reported herein include (i) 43,650,383 Common Units, which may be redeemed for shares of Class A Common Stock on a one-to-one basis, of which 35,606,013 Common Units are held by Ghaffarian Enterprises, LLC, 1,541,809 Common Units are held by Intuitive Machines KG Parent, LLC and 2,241,121 Common Units are held by GM Enterprises, LLC; (ii) 3,551,606 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, which

SIGNATURES

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 : June 11, 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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View this SC 13D/A filing on SEC EDGAR