SC 13G/A 1 sc13ga.htm SCHEDULE 13G/A sc13ga.htm


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

_____________________

SCHEDULE 13G/A
(Rule 13d-102)


INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
(Amendment No. 3)*


ION Geophysical Corporation
(Name of Issuer)
 
 
Common Stock, $0.01 par value
(Title of Class of Securities)
 
 
462044108
(CUSIP Number)
 
 
December 31, 2010
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
⊠
Rule 13d-1(b)
  
 
□
Rule 13d-1(c)
  
 
□
Rule 13d-1(d)
  

*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 the disclosures provided in a prior cover page.

The information required in 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).
 
 
 
1
 


 
CUSIP No.  462044108
 
 
13G/A
 
 
Page        2        of        8       Pages
 

 
1.
 
 
NAMES OF REPORTING PERSONS.
 
Fletcher Asset Management, Inc.
 
 
2.
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)          □
(b)          □
 
 
3.
 
 
SEC USE ONLY
 
 
  
 
4.
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Delaware
 
 
 
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
 
 
5.
 
 
SOLE VOTING POWER
 
 
6,315,344
 
 
6.
 
 
SHARED VOTING POWER
 
 
0
 
 
7.
 
 
SOLE DISPOSITIVE POWER
 
 
6,315,344
 
 
8.
 
 
SHARED DISPOSITIVE POWER
 
 
0
 
 
9.
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
6,315,344
 
 
10.
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
□
 
11.
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
4.0%
 
12.
 
 
TYPE OF REPORTING PERSON
 
 
IA
 


 
2
 


 
CUSIP No.  462044108
 
 
13G/A
 
 
Page        3        of        8       Pages
 

 
1.
 
 
NAMES OF REPORTING PERSONS.
 
Fletcher International, Ltd.
 
 
2.
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a)          □
(b)          □
 
 
3.
 
 
SEC USE ONLY
 
 
  
 
4.
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Bermuda
 
 
 
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
 
5.
 
 
SOLE VOTING POWER
 
 
0
 
 
6.
 
 
SHARED VOTING POWER
 
 
0
 
 
7.
 
 
SOLE DISPOSITIVE POWER
 
 
0
 
 
8.
 
 
SHARED DISPOSITIVE POWER
 
 
0
 
 
9.
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
6,315,344
 
 
10.
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
□
 
11.
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
4.0%
 
12.
 
 
TYPE OF REPORTING PERSON
 
 
CO
 
 
 
 
3
 


 
CUSIP No.  462044108
 
 
13G/A
 
 
Page        4        of        8       Pages
 

 
1.
 
 
NAMES OF REPORTING PERSONS.
 
Alphonse Fletcher, Jr.
 
 
2.
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)          □
(b)          □
 
 
3.
 
 
SEC USE ONLY
 
 
  
 
4.
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
United States
 
 
 
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
 
5.
 
 
SOLE VOTING POWER
 
 
0
 
 
6.
 
 
SHARED VOTING POWER
 
 
0
 
 
7.
 
 
SOLE DISPOSITIVE POWER
 
 
0
 
 
8.
 
 
SHARED DISPOSITIVE POWER
 
 
0
 
 
9.
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
6,315,344
 
 
10.
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
□
 
11.
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
4.0%
 
12.
 
 
TYPE OF REPORTING PERSON
 
 
HC
 


 
4
 


Item 1(a).
 
Name of Issuer:
 
 
ION Geophysical Corporation
 
Item 1(b).
 
Address of Issuer's Principal Executive Offices:
 
 
2105 CityWest Boulevard
Building III, Suite 400
Houston, Texas 77042
 
Item 2(a).
 
Names of Persons Filing:
 
 
Fletcher Asset Management, Inc. ("FAM"), Fletcher International, Ltd. ("FIL") and Alphonse Fletcher, Jr.
 
Item 2(b).
 
Address of Principal Business Office or, if none, Residence:
 
 
c/o Fletcher Asset Management, Inc.
48 Wall Street
5th Floor
New York, New York 10005
 
Item 2(c).
 
Citizenship:
 
 
FAM is a corporation organized under the laws of the State of Delaware.  FIL is a company organized under the laws of Bermuda.  Alphonse Fletcher, Jr. is a citizen of the United States.
 
Item 2(d).
 
Title of Class of Securities:
 
 
Common Stock, $0.01 par value
 
Item 2(e).
 
CUSIP Number:
 
 
462044108
 
Item 3.
 
If this statement is filed pursuant to §§ 240.13d-1(b) or Rule 13d-2(b) or (c), check whether the person filing is a:
 
(a)
 
[  ]           Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
 
(b)
 
[  ]           Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
 
(c)
 
[  ]           Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
 
(d)
 
[  ]           Investment company registered under Section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8);
 
(e)
 
[X]           An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
 
(f)
 
[  ]           An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
 
(g)
 
[X]           A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
 


 
5
 


(h)
 
[  ]           A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813);
 
(i)
 
[  ]           A church plan that is excluded from the definition of an investment company under
Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
 
(j)
 
[  ]           A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
 
(k)
 
[  ]           Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
 
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:  ____________________
 
Item 4.
 
Ownership.
 
(a)
 
Amount Beneficially Owned:
 
 
6,315,344 shares
 
(b)
 
Percent of Class:
 
 
4.0% (based on 158,497,984 shares of Common Stock, par value $0.01 per share (the "Common Stock"), of ION Geophysical Corporation (the "Company") consisting of (i) 152,432,886 shares reported by the Company to be outstanding as of October 29, 2010, and (ii) 6,065,098 shares of Common Stock underlying the Convertible Securities (as defined below) beneficially owned by FAM, FIL and Mr. Fletcher issuable within 60 days as of December 31, 2010).
 
(c)
 
Number of shares as to which FAM has:
 
 
(i) Sole power to vote or to direct the vote:
 
 
6,315,344 shares
 
 
(ii) Shared power to vote or to direct the vote:
 
 
0 shares
 
 
(iii) Sole power to dispose or to direct the disposition of:
 
 
6,315,344 shares
 
 
(iv) Shared power to dispose or to direct the disposition of:
 
 
0 shares
 


 
6
 


The 6,315,344 shares of Common Stock reported to be beneficially owned consist of (i) 250,246 shares of Common Stock and (ii) 6,065,098 shares of Common Stock issuable upon the conversion or exercise by FIL of certain convertible securities owned by FIL (the "Convertible Securities").  The Convertible Securities are convertible within 60 days as of December 31, 2010.  The holdings reported reflect the shares of Common Stock issuable within 60 days as of December 31, 2010 that would have been held had the Convertible Securities been converted on December 31, 2010.  
 
The shares of Common Stock of the Company reported to be beneficially owned consist of shares of Common Stock and Common Stock underlying the Convertible Securities held in one or more accounts managed by FAM (the "Accounts") for FIL.  FAM has sole power to vote and sole power to dispose of all shares of Common Stock and Common Stock underlying the Convertible Securities in the Accounts.  By virtue of Mr. Fletcher's position as Chairman and Chief Executive Officer of FAM, Mr. Fletcher may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, such shares, and, therefore, Mr. Fletcher may be deemed to be the beneficial owner of such Common Stock.  Mr. Fletcher disclaims beneficial ownership of such Common Stock.
 
Item 5.
 
Ownership of Five Percent or Less of a Class.
 
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
 
Item 6.
 
Ownership of More Than Five Percent on Behalf of Another Person.
 
 
This Schedule 13G/A is filed by FAM, which is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, as amended, with respect to the shares of Common Stock and Common Stock underlying the Convertible Securities held at December 31, 2010 in the Accounts managed by FAM.  By reason of the provisions of Rule 13d-3 under the Act, FAM, FIL and Mr. Fletcher may each be deemed to beneficially own the shares of Common Stock and Common Stock underlying the Convertible Securities held in the Accounts.  The Accounts have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares purchased for its account.
 
Item 7.
 
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
 
 
This Schedule 13G/A is filed by FAM, FIL and Mr. Fletcher.
 
Item 8.
 
Identification and Classification of Members of the Group.
 
 
Not Applicable
 
Item 9.
 
Notice of Dissolution of Group.
 
 
Not Applicable
 
Item 10.
 
Certifications.
 
 
By signing below Fletcher Asset Management, Inc., Fletcher International, Ltd. and Alphonse Fletcher, Jr. certify that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
 


 
7
 


SIGNATURE


After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:              February 14, 2011


 
Fletcher Asset Management, Inc.
  
       
       
       
 
By:
 /s/   Stewart Turner  
   
Name:  Stewart Turner
  
   
Title:  Authorized Signatory
  
       
 
Fletcher International, Ltd. by its duly authorized investment advisor, Fletcher Asset Management, Inc.
  
       
       
       
 
By:
 /s/   Stewart Turner  
   
Name:  Stewart Turner
  
   
Title:  Authorized Signatory
  
       
 
Alphonse Fletcher, Jr., in his individual capacity
  
       
       
       
 
By:
 /s/ Denis J. Kiely for Alphonse Fletcher, Jr.   
   
Name:  Denis J. Kiely for Alphonse Fletcher, Jr.
  
   
*By Power of Attorney, dated February 14, 2001, attached as Exhibit A hereto.
  

 
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