SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Avista Capital Partners GP, LLC

(Last)

(First)

(Middle)

65 EAST 55 STREET, 18TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

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

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2012

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)	4. Transaction Code (Instr. 8)	(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 B Dividend⁽¹⁾	$15.95⁽⁶⁾	03/15/2012		J⁽³⁾	6,162		12/15/2006	⁽⁸⁾	Common Stock	96,583	⁽³⁾	0⁽⁴⁾	I⁽⁴⁾	See Footnote 4, 7⁽⁴⁾⁽⁷⁾
Series B Dividend⁽²⁾	$15.95⁽⁶⁾	03/15/2012		J⁽³⁾	1,624		12/15/2006	⁽⁸⁾	Common Stock	25,455	⁽³⁾	0⁽⁵⁾	I⁽⁵⁾	See Footnote 5, 7⁽⁵⁾⁽⁷⁾
Series B Dividend⁽¹⁾	$15.95⁽⁶⁾	06/15/2012		J⁽³⁾	6,313		12/15/2006	⁽⁸⁾	Common Stock	98,950	⁽³⁾	0⁽⁴⁾	I⁽⁴⁾	See Footnote 4, 7⁽⁴⁾⁽⁷⁾
Series B Dividend⁽²⁾	$15.95⁽⁶⁾	06/15/2012		J⁽³⁾	1,664		12/15/2006	⁽⁸⁾	Common Stock	26,082	⁽³⁾	0⁽⁵⁾	I⁽⁵⁾	See Footnote 5, 7⁽⁵⁾⁽⁷⁾
Series B Dividend⁽¹⁾	$15.95⁽⁶⁾	09/15/2012		J⁽³⁾	6,466		12/15/2006	⁽⁸⁾	Common Stock	101,348	⁽³⁾	0⁽⁴⁾	I⁽⁴⁾	See Footnote 4, 7⁽⁴⁾⁽⁷⁾
Series B Dividend⁽²⁾	$15.95⁽⁶⁾	09/15/2012		J⁽³⁾	1,705		12/15/2006	⁽⁸⁾	Common Stock	26,724	⁽³⁾	0⁽⁵⁾	I⁽⁵⁾	See Footnote 5, 7⁽⁵⁾⁽⁷⁾
Series B Dividend⁽¹⁾	$15.95⁽⁶⁾	12/15/2012		J⁽³⁾	6,624		12/15/2006	⁽⁸⁾	Common Stock	103,824	⁽³⁾	0⁽⁴⁾	I⁽⁴⁾	See Footnote 4, 7⁽⁴⁾⁽⁷⁾
Series B Dividend⁽²⁾	$15.95⁽⁶⁾	12/15/2012		J⁽³⁾	1,746		12/15/2006	⁽⁸⁾	Common Stock	27,367⁽⁶⁾	⁽³⁾	0⁽⁵⁾	I⁽⁵⁾	See Footnote 5, 7⁽⁵⁾⁽⁷⁾

Explanation of Responses:

1. This line reports the issuance of payment in kind dividends for Series B Senior Convertible Preferred Stock ("Series B Stock") by Geokinetics, Inc. ("Company") to Avista Capital Partners, L.P. ("Avista") and is reported by Avista Capital Partners GP, LLC ("Avista GP") on behalf of Avista in accordance with remarks below

2. This line reports the issuance of payment in kind dividends for Series B Stock by the Company to Avista Capital Partners (Offshore), L.P. ("Avista Offshore") and is reported by Avista GP on behalf of Avista Offshore in accordance with remarks below.

3. Pursuant to the Second Amended and Restated Certificate of Designation of Series B Senior Convertible Preferred Stock, filed as Exhibit 1 to the Form 8-K filed by the Company on February 18, 2009, at the option of the Company, dividends payable on shares of Series B Stock on any quarterly dividend payment date through October 31, 2011, may be paid in additional shares of Series B Stock, instead of cash.

4. As a result of the dividends of Series B Stock reported hereunder, Avista directly owns 278,401 shares of Series B Stock, and any shares of Series B Stock owned directly by Avista may be deemed to be indirectly owned by Avista GP.

5. As a result of the dividends of Series B Stock reported hereunder, Avista Offshore directly owns 73,405 shares of Series B Stock, and any shares of Series B Stock owned directly by Avista Offshore may be deemed to be indirectly owned by Avista GP.

6. The conversion price is determined by dividing the liquidation preference amount of $250 for the Series B Stock by the applicable conversion price, which may be adjusted for dilutive issuances, splits, combinations or the like.

7. The filing of this Statement shall not be deemed as 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.

8. Not applicable.

	/s/ Ben Silbert, General Counsel	02/11/2013
	** Signature of Reporting Person	Date
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