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^*

WEBSTER STEVEN A

(Last)

(First)

(Middle)

1000 LOUISIANA, SUITE 1500

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GEOKINETICS INC [ GOKN ]

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)
12/01/2005

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

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

X	Form filed by One Reporting Person
	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, par value, $.01 per share	12/01/2005		C		2,598,060⁽¹⁾	A	⁽¹⁾	2,673,882⁽¹⁾	D
Common Stock, par value, $.01 per share	12/01/2005		P		2,800,000⁽²⁾	A	⁽²⁾	5,473,882	D
Common Stock, par value, $.01 per share	12/01/2005		C		707,020⁽³⁾	A	⁽³⁾	707,020⁽³⁾	I	By limited partnership⁽³⁾
Common Stock, par value, $.01 per share	12/01/2005		P		400,000⁽⁴⁾	A	⁽⁴⁾	1,067,000	I	By limited partnership⁽⁴⁾
Common Stock, par value, $.01 per share	12/01/2005		C		882,980⁽⁵⁾	A	⁽⁵⁾	882,980⁽⁵⁾	I	By general partnership⁽⁵⁾
Common Stock, par value, $.01 per share								5,317,804⁽⁶⁾	I	By limited liability company⁽⁶⁾
Common Stock, par value, $.01 per share								339,374⁽⁷⁾⁽⁸⁾	I	By general partnership⁽⁷⁾

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)
Series A Senior Convertible Preferred Stock	⁽¹⁾	12/01/2005		C			2,451⁽¹⁾	11/30/2004	⁽¹⁾	Common Stock	2,598,060⁽¹⁾	$0	0	D
Common Stock Warrants (right to buy)	$2	12/01/2005		P		280,000⁽²⁾		12/01/2005	12/01/2010	Common Stock	280,000⁽²⁾	⁽²⁾	280,000⁽²⁾	D
Series A Senior Convertible Preferred Stock	⁽³⁾	12/01/2005		C			667⁽³⁾	11/30/2004	⁽³⁾	Common Stock	707,020⁽³⁾	$0	0	I	By limited partnership⁽³⁾
Common Stock Warrants (right to buy)	$2	12/01/2005		P		40,000⁽⁴⁾		12/01/2005	12/01/2010	Common Stock	40,000⁽⁴⁾	⁽⁴⁾	40,000⁽⁴⁾	I	By limited partnership⁽⁴⁾
Series A Senior Convertible Preferred Stock	⁽⁵⁾	12/01/2005		C			833⁽⁵⁾	11/30/2004	⁽⁵⁾	Common Stock	882,980⁽⁵⁾	$0	0	I	By general partnership⁽⁵⁾

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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	12/01/2005
	** Signature of Reporting Person	Date
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).
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