0000902664-21-004273.txt : 20210920 0000902664-21-004273.hdr.sgml : 20210920 20210920171828 ACCESSION NUMBER: 0000902664-21-004273 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210920 DATE AS OF CHANGE: 20210920 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ION GEOPHYSICAL CORP CENTRAL INDEX KEY: 0000866609 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 222286646 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41602 FILM NUMBER: 211264048 BUSINESS ADDRESS: STREET 1: 2105 CITYWEST BLVD STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 770422855 BUSINESS PHONE: 2819333339 MAIL ADDRESS: STREET 1: 2105 CITYWEST BLVD STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 770422855 FORMER COMPANY: FORMER CONFORMED NAME: INPUT OUTPUT INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Gates Capital Management, Inc. CENTRAL INDEX KEY: 0001312908 IRS NUMBER: 133886865 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1177 AVE. OF THE AMERICAS STREET 2: 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-626-1421 MAIL ADDRESS: STREET 1: 1177 AVE. OF THE AMERICAS STREET 2: 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: Gates Capital Management Inc. DATE OF NAME CHANGE: 20041228 SC 13D/A 1 p21-2173sc13da.htm ION GEOPHYSICAL CORPORATION

 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

ION Geophysical Corporation

(Name of Issuer)
 

Common Stock, $0.01 par value

(Title of Class of Securities)
 

462044207

(CUSIP Number)
 

Gates Capital Management, Inc.

1177 Avenue of the Americas, 46th Floor

New York, New York 10036

 

with a copy to:

Eleazer Klein, Esq.

Adriana Schwartz, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

September 16, 2021

(Date of Event Which Requires Filing of This Statement)
 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. []

(Page 1 of 8 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 462044207

SCHEDULE 13D/APage 2 of 8 Pages

 

1

NAME OF REPORTING PERSON

GATES CAPITAL MANAGEMENT, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

3,301,103 shares of Common Stock

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

3,301,103 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,301,103 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

11.1%

14

TYPE OF REPORTING PERSON

IA, PN

         

 

 

CUSIP No. 462044207

SCHEDULE 13D/APage 3 of 8 Pages

 

 

1

NAME OF REPORTING PERSON

GATES CAPITAL MANAGEMENT GP, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

3,301,103 shares of Common Stock

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

3,301,103 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,301,103 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

11.1%

14

TYPE OF REPORTING PERSON

OO

         

    

 

CUSIP No. 462044207

SCHEDULE 13D/APage 4 of 8 Pages

 

1

NAME OF REPORTING PERSON

GATES CAPITAL MANAGEMENT, INC.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

3,301,103 shares of Common Stock

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

3,301,103 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,301,103 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

11.1%

14

TYPE OF REPORTING PERSON

CO, HC

         

 

 

CUSIP No. 462044207

SCHEDULE 13D/APage 5 of 8 Pages

 

 

1

NAME OF REPORTING PERSON

JEFFREY L. GATES

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

3,301,103 shares of Common Stock

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

3,301,103 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,301,103 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

11.1%

14

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. 462044207

SCHEDULE 13D/APage 6 of 8 Pages

 

This Amendment No. 1 to Schedule 13D ("Amendment No. 1") amends and supplements the Schedule 13D originally filed on April 30, 2021 (the "Original 13D," together with this Amendment No. 1, the "Schedule 13D"), and relates to the common stock, par value $0.01 per share, (the "Common Stock"), of ION Geophysical Corporation, a Delaware corporation (the "Issuer"). The address of the principal executive office of the Issuer is 2105 City West Blvd., Suite 100, Houston, Texas 77042-2855.

 

Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D. This Amendment No. 1 amends Item 5 as set forth below.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
Items 5(a)-(c) of the Schedule 13D are hereby amended and restated as follows:
 
(a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by each Reporting Person.  The percentages used in this Schedule 13D are calculated based upon 29,637,478 shares of Common Stock outstanding as of the August 9, 2021, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed by the Issuer with the Securities and Exchange Commission (the "SEC") on August 12, 2021.
 
(b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
 
(c) Information concerning transactions in the shares of Common Stock effected by the Reporting Persons during the past sixty (60) days is set forth in Annex A hereto and is incorporated by reference herein.

 

 

 

CUSIP No. 462044207

SCHEDULE 13D/APage 7 of 8 Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: September 20, 2021

 

Gates Capital Management, L.P.  
By: Gates Capital Management GP, LLC, its general partner  
By: Gates Capital Management, Inc., its managing member  
   
By: /s/ Jeffrey L. Gates  
  Jeffrey L. Gates  
  President  

 

 

Gates Capital Management GP, LLC  
By: Gates Capital Management, Inc., its managing member  
   
By: /s/ Jeffrey L. Gates  
  Jeffrey L. Gates  
  President  

 

 

Gates Capital Management, Inc.  
   
By: /s/ Jeffrey L. Gates  
  Jeffrey L. Gates  
  President  

 

 

By: /s/ Jeffrey L. Gates  
  Jeffrey L. Gates  

 

 

CUSIP No. 462044207

SCHEDULE 13D/APage 8 of 8 Pages

Annex A

 

 

TRANSACTIONS IN COMMON STOCK BY THE REPORTING PERSONS

 

The following table sets forth all transactions in the Common Stock effected by the Reporting Persons in the past sixty (60) days. Unless otherwise noted, all such transactions were effected in the open market through a broker and all prices per share include commissions. Where a price range is provided in the column titled "Price Range ($)", the price reported in the column titled "Price Per Share ($)" is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices between the price ranges indicated in the column titled "Price Range ($)". The Reporting Persons will undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares of Common Stock sold at each separate price.

 

Gates Capital Funds

 

Trade Date Shares Purchased (Sold) Price Per Share ($) Price Range ($)
09/16/2021 (968,747) 1.63 1.51 – 1.79
09/17/2021 (241,084) 1.45 1.43 – 1.47
09/20/2021 (202,420) 1.34 1.32 – 1.36