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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GEOKINETICS INC [ GOK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/18/2009 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock(1)(6) | 12/18/2009 | J(6) | 593,500(4)(6) | A | (6) | 2,266,340(4)(6) | I(4) | See footnotes(3)(4) | ||
Common Stock(2)(6) | 12/18/2009 | J(6) | 156,500(5)(6) | A | (6) | 597,614(5)(6) | I(5) | See footnotes(3)(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series B-2 Preferred Stock(9) | $25(7)(11) | 12/18/2009 | J(7) | 106,026(7) | 07/28/2008 | (8) | Common Stock | 1,060,260(7) | (7) | 0(7) | I(7) | See footnotes(3)(7) | |||
Series B-2 Preferred Stock(10) | $25(7)(11) | 12/18/2009 | J(7) | 27,956(7) | 07/28/2008 | (8) | Common Stock | 279,560(7) | (7) | 0(7) | I(7) | See footnotes(3)(7) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. This acquisition 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. |
2. This acquisition by Avista Capital Partners (Offshore), L.P. ("Offshore") is reported by Avista GP on behalf of Offshore in accordance with the Remarks below. |
3. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, any Reporting Person is the beneficial owner of any securities covered by this statement. |
4. The securities of Geokinetics, Inc. reported on this line are owned directly by Avista and may be deemed to be indirectly owned by Avista GP, the general partner of Avista. |
5. The securities of Geokinetics, Inc. reported on this line are owned directly by Offshore and may be deemed to be indirectly owned by Avista GP, the general partner of Offshore. |
6. The shares of Common Stock of Geokinetics reported on this Form 4 were received by Avista and Offshore in connection with the consummation on December 18, 2009 of the transactions contemplated by that certain Amendment and Exchange Agreement dated December 2, 2009, among Avista, Offshore, Levant America, S.A. and Geokinetics, Inc. (the "Exchange Agreement") (incorporated by reference from Exhibit 10.2 to the Form 8-K of Geokinetics, Inc. filed with the Securities and Exchange Commission December 4, 2009). Neither Avista nor Offshore paid cash consideration to Geokinetics, Inc. for the shares of Common Stock. |
7. The shares of Series B-2 Preferred Stock of Geokinetics reported on this Form 4 were exchanged by Avista and Offshore in connection with the consummation on December 18, 2009 of the transactions contemplated by the Exchange Agreement. As described in the Exchange Agreement, Avista and Avista Offshore exchanged all of their respective shares of Series B-2 Preferred Stock with Geokinetics, Inc. for shares of non-convertible Series C Senior Preferred Stock of Geokinetics, Inc and additional consideration. As a result, the previously designated Series B-2 Senior Convertible Preferred Stock has been cancelled and is not designated in the Third Amended Certificate of Designation of Series B Senior Convertible Preferred Stock of Geokinetics, Inc. (incorporated by reference from Exhibit 4.2 to the Form 8-K of Geokinetics, Inc. filed with the Securities and Exchange Commission December 22, 2009). |
8. Not Applicable. |
9. 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. |
10. This disposition by Avista Capital Partners (Offshore), L.P. ("Offshore") is reported by Avista GP on behalf of Offshore in accordance with the Remarks below. |
11. The initial conversion price per share of the Series B-2 Preferred Stock is $25, which may be adjusted for dilutive issuances, splits, combinations or the like. |
Remarks: |
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 | 12/22/2009 | |
** 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). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |