SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Vlasic Michael Andrew

(Last)

(First)

(Middle)

38710 WOODWARD AVENUE

(Street)

BLOOMFIELD HILLS

48304

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GEORESOURCES INC [ GEOI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/05/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/05/2011		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		9,092⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	D	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	1,526,111⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	I	By Vlasic FAL⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	10/05/2011		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		85,402⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	D	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	1,490,709⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	I	By Vlasic FAL⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	10/05/2011		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		1,490,709⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	D	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	0	I	By Vlasic FAL⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	10/05/2011		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		1,295,339⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	A	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	2,986,893⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	I	By VILLCo Energy⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock								288,265	I	By GRAT⁽⁵⁾⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Vlasic Michael Andrew

(Last)

(First)

(Middle)

38710 WOODWARD AVENUE

(Street)

BLOOMFIELD HILLS

48304

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

VILLCo Energy, L.L.C.

(Last)

(First)

(Middle)

38710 WOODWARD AVE.

(Street)

BLOOMFIELD HILLS

48304

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

VILLCo Management, L.L.C.

(Last)

(First)

(Middle)

38710 WOODWARD AVE.

(Street)

BLOOMFIELD HILLS

48304

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

VILLCo Services, L.L.C.

(Last)

(First)

(Middle)

38710 WOODWARD AVE.

(Street)

BLOOMFIELD HILLS

48304

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On October 5, 2011, the partners of Vlasic FAL, L.P. ("Vlasic FAL"), a Texas limited partnership, allocated the 1,585,203 shares of GeoResources, Inc. (the "Issuer") beneficially owned by Vlasic FAL to the partners as follows: 1,295,339 shares to VILLCo Energy, , L.L.C., ("VILLCo Energy"), a limited partner and Michigan limited liability company, 15,852 shares to VL Energy, L.L.C., the general partner of Vlasic FAL and a Texas limited liability company, and 274,012 shares to Azure Energy, L.L.C. ("Azure"), a limited partner and a Texas limited liability company (the "Allocation"). (Continued in footnote 2)

2. The Allocation of the 1,585,203 shares includes allocations of 85,402 shares and 9,092 shares discussed bellow, with the remainder of the Allocation consisting of 1,490,709 shares. The allocation of the 85,402 shares collectively to VL and to Azure (at a negotiated value of $27.50 per share) is equal to the dollar value of the proportionate amounts which they are due under the Agreement of Limited Partnership, as amended (the "Agreement") of Vlasic FAL, based on their Capital Contribution, the First Payout and the Second Payout (as such terms are defined in the Agreement). VILLCo Energy had already received proceeds from the sale of shares of the Issuer by Vlasic FAL and VILLCo Energy in return of its Capital Contribution, the First Payout and the Second Payout. The Agreement also provides that following the Second Payout, the Second Payout Partnership Interests (as that term is defined in the Agreement) of the partners will be 85% to VILLCo Energy, (Continued in footnote 3)

3. 1% to VL and 14% to Azure. From sales of shares of the Issuer, VILLCo Energy received proceeds in excess of its 85% interest. As a result, the partners of Vlasic FAL allocated that number of shares of Issuer, 9,092 (at a negotiated value of $27.50 per share), which constitute 15% of the excess proceeds received by VILLCo Energy, collectively to VL and Azure. On October, 5, 2011,Vlasic FAL made a distribution of all of its 1,585,203 shares of common stock of Issuer to its partners based on the Allocation, with 1,295,339 shares being distributed to VILLCo Energy, 15,852 shares distributed to VL and 274,012 shares distributed to Azure. The distribution, in conformance with and following the Allocation, was a change in the form of ownership of VILLCo Energy (from indirect to direct) and of Michael Vlasic (from indirect through Vlasic FAL to indirect through VILLCo Energy). Under Vlasic FAL's Agreement, (Continued in footnote 4)

4. VILLCo Energy may remove the general partner of Vlasic FAL without the consent of the general partner. With respect to Vlasic FAL, Mr. Vlasic, on behalf of VILLCo Energy, shares voting power and investment power of the shares of Issuer held by Vlasic FAL with the general partner of Vlasic FAL. The manager of VILLCo Energy is VILLCo Services, L.L.C. ("VILLCo Services"), a Michigan limited liability company. The manager of VILLCo Services is VILLCo Management, L.L.C. ("VILLCo Management"), a Michigan limited liability company. The managers of VILLCo Management are Michael A. Vlasic, James J. Vlasic, William J. Vlasic, Richard R. Vlasic and Paul A. Vlasic (the "Vlasics"). Under the VILLCo Management operating agreement, Michael Vlasic, as the executive manager thereof, has the power to vote the shares of Issuer common stock held by VILLCo Energy. The Vlasics, as the managers of VILLCo Management, by majority vote, have the power to dispose of the Issuer common stock held by VILLCo Energy.

5. Mr. Vlasic disclaims beneficial ownership of the shares of the Issuer held by VILLCo Energy and the GRAT in excess of his respective pecuniary interests therein.

6. The shares reported by the GRAT represent the shares allocable to Mr. Vlasic of the shares reported in this Form 4 as beneficially owned by VILLCo Energy.

	/s/ VILLCo Energy, L.L.C.	10/05/2011
	/s/ VILLCo Services, L.L.C.	10/05/2011
	/s/ VILLCo Management, L.L.C.	10/05/2011
	/s/ Michael A. Vlasic, Michael A. Vlasic, individually and in his capacity as, Executive Manager of VILLCo Management, L.L.C., which is the Manager of VILLCo Services, L.L.C., which is the Manager of VILLCo Energy, L.L.C.	10/05/2011
	** Signature of Reporting Person	Date
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