0001104659-15-009485.txt : 20150212
0001104659-15-009485.hdr.sgml : 20150212
20150212160931
ACCESSION NUMBER: 0001104659-15-009485
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150211
FILED AS OF DATE: 20150212
DATE AS OF CHANGE: 20150212
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: DAWSON OPERATING CO
CENTRAL INDEX KEY: 0000351231
STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382]
IRS NUMBER: 750970548
STATE OF INCORPORATION: TX
FISCAL YEAR END: 0930
BUSINESS ADDRESS:
STREET 1: 508 WEST WALL
STREET 2: SUITE 800
CITY: MIDLAND
STATE: TX
ZIP: 79701
BUSINESS PHONE: 4326843000
MAIL ADDRESS:
STREET 1: 508 WEST WALL
STREET 2: SUITE 800
CITY: MIDLAND
STATE: TX
ZIP: 79701
FORMER COMPANY:
FORMER CONFORMED NAME: DAWSON GEOPHYSICAL CO
DATE OF NAME CHANGE: 19920703
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TOBIAS C RAY
CENTRAL INDEX KEY: 0001210507
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34404
FILM NUMBER: 15606230
MAIL ADDRESS:
STREET 1: 508 WEST WALL SUITE 800
CITY: MIDLAND
STATE: TX
ZIP: 79701
4
1
a4.xml
4
X0306
4
2015-02-11
1
0000351231
DAWSON OPERATING CO
DWSN
0001210507
TOBIAS C RAY
508 W. WALL, SUITE 800
MIDLAND
TX
79701
0
1
0
0
EVP, Chief Operating Officer
Common Stock $0.33 1/3 par value
2015-02-11
4
D
0
39713
D
0
D
Stock Options (right to buy)
18.91
2015-02-11
4
D
0
10000
D
2018-12-02
Common Stock
10000
0
D
Disposed of pursuant to the merger (the "Merger") of Dawson Operating Company, previously known as Dawson Geophysical Company ("Old Dawson") with a subsidiary of Dawson Geophysical Company, previously known as TGC Industries, Inc. ("New Dawson") whereby each share of Old Dawson common stock, par value $0.33 1/3 per share, was converted into 1.760 shares of New Dawson common stock, par value $0.01 per share, having a market value based on the closing price of one share of New Dawson common stock on NASDAQ on the effective date of the Merger of $5.85 (as adjusted to reflect New Dawson's 1-for-3 reverse stock split, which occurred immediately prior to the Merger) per share and a cash payment being made for any fractional shares.
Includes 10,863 Restricted Stock Units, which are convertible at a rate of 1 unit for 1 share of Old Dawson common stock, par value $0.33 1/3 per share. Each such unit was disposed of pursuant to the Merger in exchange for 1.760 corresponding units of New Dawson, subject to the same terms and conditions.
Includes 10,000 Restricted Stock Grants, which are convertible at a rate of 1 restricted share for 1 share of Old Dawson common stock, par value $0.33 1/3 per share. Each such restricted share was disposed of pursuant to the Merger in exchange for 1.760 corresponding restricted shares of New Dawson, subject to the same terms and conditions.
This option, which was vested, was assumed by New Dawson pursuant to the Merger and replaced with an option to purchase 17,600 shares of New Dawson common stock for $10.75 per share.
/s/ C. Ray Tobias
2015-02-12