FORM 4
☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Altemus Stephen J		 2. Issuer Name and Ticker or Trading Symbol

Intuitive Machines, Inc. [ LUNR ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

3700 BAY AREA BLVD.		 3. Date of Earliest Transaction (MM/DD/YYYY)

2/13/2023
(Street)

HOUSTON, TX 77058		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class C Common Stock 2/13/2023  A(1)  15994866 (2)A (1)15994866 D  
Class C Common Stock 4/28/2023  J(3)  586837 (2)A (3)16581703 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)		8. Price of Derivative Security
(Instr. 5)		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Common Units  (4)2/13/2023  A (1)  18342213     (4) (4)Class A Common Stock 18342213 (5) (1)18342213 D  
Explanation of Responses:
(1) Represents securities received as part of the Issuer's business combination, in connection with that certain Business Combination Agreement, dated September 16, 2022 (the "Business Combination Agreement"), by and between the Issuer (formerly, Inflection Point Acquisition Corp.) and Intuitive Machines, LLC, pursuant to which the Issuer acquired registered equity securities, became the managing member of Intuitive Machines, LLC, and issued voting equity securities without economic rights to the existing members of Intuitive Machines, LLC. These securities were previously reported on a Form 3 filed by the Reporting Person.
(2) 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.
(3) Represents shares of Class C Common Stock acquired at par value in connection with vesting of earn out units.
(4) 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.
(5) Includes 1,760,510 earn out units subject to forfeiture provisions described in the Business Combination Agreement.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Altemus Stephen J
3700 BAY AREA BLVD.
HOUSTON, TX 77058		XXChief Executive Officer
Signatures
/s/ Steven Vontur, Attorney-in-Fact5/2/2023
**Signature of Reporting PersonDate
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 4(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 control number.
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