-----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, VJG+cIn6rg65cPeu6bjEzd67mRFeYXaK/cZNn+p6mR9mBtMl+ao22/Vs7YN5EUxf B+ARoUCHrmKnQ2lZpAVj3w== 0001104659-05-059046.txt : 20051205 0001104659-05-059046.hdr.sgml : 20051205 20051205131002 ACCESSION NUMBER: 0001104659-05-059046 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051201 FILED AS OF DATE: 20051205 DATE AS OF CHANGE: 20051205 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ONeill Thomas H Jr CENTRAL INDEX KEY: 0001313879 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-09268 FILM NUMBER: 051243477 BUSINESS ADDRESS: BUSINESS PHONE: (716) 842-1042 MAIL ADDRESS: STREET 1: 50 FOUNTAIN PLAZA, SUITE 1220 CITY: BUFFALO STATE: NY ZIP: 14202 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 4 1 a4.xml 4 X0202 4 2005-12-01 0 0000314606 GEOKINETICS INC GOKN 0001313879 ONeill Thomas H Jr 50 FOUNTAIN PLAZA, SUITE 1220 BUFFALO NY 14202 0 0 1 0 Common Stock, par value, $.01 per share 2005-12-01 4 C 0 195040 A 195040 D Common Stock, par value, $.01 per share 339374 I By partnership Series A Senior Convertible Preferred Stock 2005-12-01 4 C 0 184 0 D 2004-11-30 Common Stock 195040 0 D The Reporting Person converted 184 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 $3,312 (at the initial conversion price of $.30 per share), resulting in his acquisition of 195,040 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. Refers to shares of Common Stock owned by SCP, a general partnership in which the Reporting Person is a general partner and owner of one-third of the partnership interests; does not include shares for which SCP may be deemed to share beneficial ownership by virtue of SCP being a party to the Shareholders Agreement (as hereinafter defined). Since SCP is a party to the Shareholders Agreement and the Reporting Person is one of three partners of SCP, the Reporting Person joined in the group Schedule 13D filing of the Blackhawk Shareholders. The Reporting Person disclaims beneficial ownership of the shares of Common Stock (i) beneficially owned by all of the parties to the Shareholders Agreement other than SCP and (ii) owned by SCP that are in excess of his pecuniary interest therein. Although the percentage of shares owned of record by the Reporting Person and SCP in the aggregate is only approximately 1.0% of the total shares of common stock of the issuer that will be outstanding after giving effect to the conversion of all of the Series A Senior Convertible Preferred Stock and the contemporaneous sale of shares of common stock by the issuer, if the Reporting Person, SCP 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) by virtue of that certain Shareholders Agreement dated as of May 2, 2003 (the ''Shareholders Agreement'') among SCP and certain affiliated persons and/or entities, on the one hand (collectively, the ''Blackhawk Shareholders''), Valentis SB, L.P., on the other hand, and the issuer, or (ii) because they may have acted in concert in connection with the acquisition of securities pursuant to one or more securities purchase agreements, then the Reporting Person might be deemed to be a 10% Owner for Section 16 purposes. The Reporting Person disclaims beneficial ownership of the securities of the issuer (including shares of Common Stock) beneficially owned by the other parties to the securities purchase agreements and/or the Shareholders Agreement, other than SCP. /s/ THOMAS H. O'NEILL, JR. 2005-12-01 -----END PRIVACY-ENHANCED MESSAGE-----