-----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, WkRs2PI9JrwfhiXAV/MgWVf8H+sWpkXlz5H318Bkt0i6UH0YxQEsm0vPRB5AV4/r pRkcVzqZ68dLBpLtiLz+DA== 0001209191-09-000634.txt : 20090105 0001209191-09-000634.hdr.sgml : 20090105 20090105154229 ACCESSION NUMBER: 0001209191-09-000634 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081231 FILED AS OF DATE: 20090105 DATE AS OF CHANGE: 20090105 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: 0728 BUSINESS ADDRESS: STREET 1: 1500 CITYWEST BLVD., SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: (713) 850-7600 MAIL ADDRESS: STREET 1: P.O. BOX 421129 CITY: HOUSTON STATE: TX ZIP: 77242 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Avista Capital Partners (Offshore), L.P. CENTRAL INDEX KEY: 0001374540 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33460 FILM NUMBER: 09504859 BUSINESS ADDRESS: STREET 1: 65 E.55TH STREET, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 593-6958 MAIL ADDRESS: STREET 1: 65 E.55TH STREET, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Avista Capital Partners, L.P. CENTRAL INDEX KEY: 0001374541 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33460 FILM NUMBER: 09504860 BUSINESS ADDRESS: STREET 1: 65 E.55TH STREET, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 593-6958 MAIL ADDRESS: STREET 1: 65 E.55TH STREET, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Avista Capital Partners GP, LLC CENTRAL INDEX KEY: 0001374781 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33460 FILM NUMBER: 09504861 BUSINESS ADDRESS: STREET 1: 65 EAST 55TH STREET STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 593-6900 MAIL ADDRESS: STREET 1: 65 EAST 55TH STREET STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 c79044_4x0.xml MAIN DOCUMENT DESCRIPTION X0303 4 2008-12-31 0000314606 GEOKINETICS INC GOK 0001374781 Avista Capital Partners GP, LLC 65 E. 55TH STREET 18TH FLOOR NEW YORK NY 10022 0 0 1 0 0001374541 Avista Capital Partners, L.P. 65 EAST 55TH STREET 18TH FLOOR NEW YORK NY 10022 0 0 1 0 0001374540 Avista Capital Partners (Offshore), L.P. 65 EAST 55TH STREET 18TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock 2008-12-31 4 J 0 64190 D 1852954 I See Footnote Common Stock 2008-12-31 4 J 0 64190 A 1852954 I See Footnote Series B-1 Senior Conv. Preferred Stock 25 2008-12-31 4 J 0 37731 D 2006-12-15 Common Stock 377310 243572 I See Footnote Series B-1 Senior Conv. Preferred Stock 25 2008-12-31 4 J 0 37731 A 2006-12-15 Common Stock 377310 243572 I See Footnote This disposition by Avista Capital Partners, L.P. ("Avista") is reported by Avista Capital Partners GP, LLC ("Avista GP") on behalf of Avista in accordance with the Remarks below. This acquisition by Avista Capital Partners (Offshore), L.P. ("Offshore") is reported by Avista GP on behalf of Offshore in accordance with note 7 below. Pursuant to the Stock Transfer Agreement between Avista and Offshore, dated as of December 31, 2008, Avista disposed of and Offshore acquired (i) 64,190 shares of Common Stock of Geokinetics, Inc. (the "Company") and (ii) 37,731 shares of Series B-1 Senior Convertible Preferred Stock of the Company ("Series B-1 Preferred Stock") in a transfer not involving the exchange of cash consideration, but reflecting the allocations of consideration paid respectively by Offshore and Avista for the shares of Common Stock and the Series B-1 Preferred Stock. As a result of the transactions detailed herein, Avista directly owns 1,466,304 shares of Common Stock and 192,746 shares of Series B-1 Preferred Stock of the Company, and any shares of Common Stock or Series B-1 Preferred Stock owned directly by Avista may be deemed to be indirectly owned by Avista GP, the general partner of Avista. As a result of the transactions detailed herein, Offshore directly owns 386,650 shares of Common Stock and 50,826 shares of Series B-1 Preferred Stock of the Company. Any shares of Common Stock or Series B-1 Preferred Stock owned directly by Offshore may be deemed to be indirectly owned by Avista GP, the general partner of Offshore. The initial conversion price per share for Series B-1 Preferred Stock takes into account the 1-for-10 stock split of the Company effective as of November 3, 2006. Thereafter, the price is determined by dividing the liquidation preference amount of $250 for the Series B-1 Preferred Stock by the applicable conversion price, which may be adjusted for dilutive issuances, splits and combinations. Not applicable. This Form 4 and all previous and subsequent forms filed by Avista, Offshore or Avista GP ("Avista Joint Filing Affiliates") pursuant to Section 16 of the Securities Exchange Act of 1934 with respect to beneficial ownership in the Company have been and will continue to be filed jointly so that a filing by any Avista Joint Filing Affiliate is made on behalf of all Avista Joint Filing Affiliates, regardless of whether any previous Form filed by any Avista Joint Filing Affiliate has indicated such Form is filed by one reporting person or more than one reporting person. This joint filing arrangement for purposes of filing Forms is consistent with the Joint Filing Agreement filed with the Securities and Exchange Commission as Exhibit 1 to the Schedule 13D filed by Avista on September 8, 2006. In accordance with this footnote, this Form 4 is filed by Avista GP, the general partner of Avista and Offshore, on behalf of Avista and Offshore. /s/ Ben Silbert, General Counsel 2008-12-31 -----END PRIVACY-ENHANCED MESSAGE-----