-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LbpR+EYFIKKuizgFmg58NfLHCL1TT8000wGhC28UpQUt4p0p06M7xHYwAb4qTLKX DFhLoqO3dGhD3yBuH0tR9w== 0001104659-05-059044.txt : 20051205 0001104659-05-059044.hdr.sgml : 20051205 20051205130859 ACCESSION NUMBER: 0001104659-05-059044 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051201 FILED AS OF DATE: 20051205 DATE AS OF CHANGE: 20051205 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GEOKINETICS INC CENTRAL INDEX KEY: 0000314606 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 941690082 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8401 WESTHEIMER STREET 2: SUITE 150 CITY: HOUSTON STATE: TX ZIP: 77063 BUSINESS PHONE: 7138507600 MAIL ADDRESS: STREET 1: 8401 WESTHEIMER STREET 2: SUITE 150 CITY: HOUSTON STATE: TX ZIP: 77063 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cerrito Partners CENTRAL INDEX KEY: 0001313995 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-09268 FILM NUMBER: 051243470 BUSINESS ADDRESS: STREET 1: 1000 LOUISIANA STREET 2: SUITE 1500 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7133281050 MAIL ADDRESS: STREET 1: 1000 LOUISIANA STREET 2: SUITE 1500 CITY: HOUSTON STATE: TX ZIP: 77002 4 1 a4.xml 4 X0202 4 2005-12-01 0 0000314606 GEOKINETICS INC GOKN 0001313995 Cerrito Partners 1000 LOUISIANA, SUITE 1500 HOUSTON TX 77002 0 0 1 0 Common Stock, par value, $.01 per share 2005-12-01 4 C 0 882980 A 882980 D Series A Senior Convertible Preferred Stock 2005-12-01 4 C 0 833 0 D 2004-11-30 Common Stock 882980 0 D The Reporting Person converted 833 shares of Series A Senior Convertible Preferred Stock (at the initial conversion ratio of 1,000 shares of common stock for each share of preferred stock, based upon an initial conversion price of $.30), together with all accrued dividends thereon in the aggregate amount of $14,994 (at the initial conversion price of $.30 per share), resulting in the acquisition by the Reporting Person of 882,980 shares of common stock. The Series A Senior Convertible Preferred Stock was immediately convertible at the option of the holder from and after the 11/30/04 acquisition date and had no expiration date. Although the percentage of shares owned of record by the Reporting Person is less than 2.0%, if the Reporting Person and the other Blackhawk Shareholders (as hereinafter defined) are deemed to constitute a ''group'' within the meaning of Rule 13d-5(b)(1) under the Exchange Act, whether (i) because they may have acted in concert in connection with the acquisition of securities pursuant to one or more securities purchase agreements and/or (ii) because the shares acquired by the Reporting Person may be subject to the terms and conditions of that certain Shareholders Agreement dated as of May 2, 2003 (the ''Shareholders Agreement'') among Steven A. Webster (''Webster''), the managing partner of the Reporting Person, William R. Ziegler and certain affiliated persons and/or entities of such persons, on the one hand (collectively, the ''Blackhawk Shareholders''), Valentis SB, L.P., on the other hand, and the issuer, then the Reporting Person might be deemed to be a 10% Owner for Section 16 purposes. T he Reporting Person disclaims beneficial ownership of the securities of the issuer (including shares of Common Stock) beneficially owned by the other parties to any of the securities purchase agreements and/or the Shareholders Agreement. /s/ STEVEN A. WEBSTER, Managing Partner of Cerrito Partners 2005-12-01 -----END PRIVACY-ENHANCED MESSAGE-----