-----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, IQ66PRGhl32xNjYRDitKc06BhqWCJLUdMdQkB8vfG2h+RfP5tvCStw5QgLM7WiQX fzHICvJu7+w6iNbSo6GYZA== 0001104659-05-059071.txt : 20051205 0001104659-05-059071.hdr.sgml : 20051205 20051205144722 ACCESSION NUMBER: 0001104659-05-059071 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: WEBSTER STEVEN A CENTRAL INDEX KEY: 0001008023 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-09268 FILM NUMBER: 051243816 BUSINESS ADDRESS: STREET 1: 3 TEXAS STREET STREET 2: SUITE 1375 CITY: SHREVEPORT STATE: LA ZIP: 71101 BUSINESS PHONE: 3184291375 MAIL ADDRESS: STREET 1: 14701 ST MARY'S LANE STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77079 4 1 a4.xml 4 X0202 4 2005-12-01 0 0000314606 GEOKINETICS INC GOKN 0001008023 WEBSTER STEVEN A 1000 LOUISIANA, SUITE 1500 HOUSTON TX 77002 1 0 1 0 Common Stock, par value, $.01 per share 2005-12-01 4 C 0 2598060 A 2673882 D Common Stock, par value, $.01 per share 2005-12-01 4 P 0 2800000 A 5473882 D Common Stock, par value, $.01 per share 2005-12-01 4 C 0 707020 A 707020 I By limited partnership Common Stock, par value, $.01 per share 2005-12-01 4 P 0 400000 A 1067000 I By limited partnership Common Stock, par value, $.01 per share 2005-12-01 4 C 0 882980 A 882980 I By general partnership Common Stock, par value, $.01 per share 5317804 I By limited liability company Common Stock, par value, $.01 per share 339374 I By general partnership Series A Senior Convertible Preferred Stock 2005-12-01 4 C 0 2451 0 D 2004-11-30 Common Stock 2598060 0 D Common Stock Warrants (right to buy) 2.00 2005-12-01 4 P 0 280000 A 2005-12-01 2010-12-01 Common Stock 280000 280000 D Series A Senior Convertible Preferred Stock 2005-12-01 4 C 0 667 0 D 2004-11-30 Common Stock 707020 0 I By limited partnership Common Stock Warrants (right to buy) 2.00 2005-12-01 4 P 0 40000 A 2005-12-01 2010-12-01 Common Stock 40000 40000 I By limited partnership Series A Senior Convertible Preferred Stock 2005-12-01 4 C 0 833 0 D 2004-11-30 Common Stock 882980 0 I By general partnership The Reporting Person converted 2,451 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 $44,118 (at the initial conversion price of $.30 per share), resulting in his acquisition of 2,598,060 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. The reported securities are included within 2,800,000 Units of the issuer purchased by the Reporting Person for $1.25 per Unit. Each Unit consists of one share of common stock and a warrant to purchase one-tenth (1/10th) of a share of common stock. Kestrel Capital, L.P., a limited partnership ("Kestrel"), converted 667 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 $12,006 (at the initial conversion price of $.30 per share), resulting in Kestrel's acquisition of 707,020 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. The Reporting Person is the President of Peregrine Management LLC, the General Partner of Kestrel. The Reporting Person disclaims beneficial ownership of the shares of Common Stock acquired and/or beneficially owned by Kestrel that are in excess of his pecuniary interest therein. The reported securities are included within 400,000 Units of the issuer purchased by Kestrel for $1.25 per Unit. Each Unit consists of one share of common stock and a warrant to purchase one-tenth (1/10th) of a share of common stock. The Reporting Person disclaims beneficial ownership of the shares of Common Stock acquired and/or beneficially owned by Kestrel that are in excess of his pecuniary interest therein. Cerrito Partners, a general partnership in which the Reporting Person is the general partner ("Cerrito"), 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 Cerrito's acquisition 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. The Reporting Person disclaims beneficial ownership of the shares of Common Stock acquired and/or beneficially owned by Cerrito that are in excess of his pecuniary interest therein. Refers to shares of Common Stock owned by Blackhawk Investors II, L.L.C. ("Blackhawk II"), of which Blackhawk Capital Partners ("BCP") is the sole managing member. The Reporting Person is (i) one of two partners of BPC, the sole managing member of Blackhawk II, and (ii) an indirect investor member of Blackhawk II (Kestrel owns 13.333% of the total membership interests in Blackhawk II ). In addition, Somerset Capital Partners ("SCP"), a general partnership in which the Reporting Person has a one-third partnership interest, is an investor member of Blackhawk II (with ownership of 5.593% of the total membership interests). The Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by Blackhawk II that are in excess of his pecuniary interest therein. 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. The Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by SCP that are in excess of his pecuniary interest therein. The Reporting Person is a party to a certain Shareholders Agreement dated as of May 2, 2003 (the "Shareholders Agreement") by and among the Reporting Person, BPC, Blackhawk II, SCP and William R. Ziegler on the one hand, Valentis SB, L.P., a non-affiliated entity on the other hand, and the issuer. The Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by the other parties to the Shareholders Agreement, other than to the extent of his pecuniary interest in the shares of Common Stock owned by or through (as the case may be) Blackhawk II and SCP. /s/ STEVEN A. WEBSTER 2005-12-01 -----END PRIVACY-ENHANCED MESSAGE-----